Annual Report 2013 Performance for a world in motion ™ For the online version of our annual report and to download the report see reports.nsn.com View this report online reports.nsn.com Overview Who we are, what we do and 2013 in a nutshell. Governance guidelines and responsibilities. 01Introduction 02 NSN in brief 04 2013 highlights 06 Industry trends 08 Corporate governance 11 Risk factors Business review Market trends; our strategy and transformation; information on our business units and markets. Financial review of 2013. 14 Chief Executive Officer’s strategic review 16Leadership 18Strategy 20Transformation 22 Operational overview: business units 24 Operational overview: markets 26 Operating and Financial Review 44 Operational overview: sustainability 119Glossary Financial statements The consolidated financial statements of the Group and the Company financial statements. 47 Financial statements Introduction Performance for a world in motion ™ Overview For NSN, 2013 was about real world performance – from our innovation to our company transformation. We are stronger, leaner, more focused, and more competitive than ever before. Our technology and our people took on the challenge presented by the massive increase in data usage in our customers’ networks, proving their worth to operators and to the people who rely on their networks every day of the year. On mobile devices, in operator KPIs, and in strongly improved profitability. Performance delivered. Annual Report 2013 1 NSN in brief The world’s end-to-end specialist in mobile broadband In August 2013, NSN became wholly owned by Nokia with the new name of Nokia Solutions and Networks. On April 29, 2014, Nokia announced that NSN would be known as Networks, one of the three businesses of Nokia. With a stronger ownership structure and clear operational governance model, we maintain our resolute focus on our industry’s sweet spot: mobile broadband. From the first ever call on GSM to the first call on LTE, we have operated at the forefront of each generation of mobile technology. Our global experts invent the new capabilities our customers need in their networks. We provide the world’s most efficient mobile networks, the intelligence to maximize the value of those networks, and the services to make it all work seamlessly. Our customers are many of the world’s largest and most innovative mobile operators. Among those rewarding us with their business in 2013 were Bharti Airtel, China Mobile, Deutsche Telekom, NTT DoCoMo, Softbank, Sprint, Telefónica, Verizon and Vodafone. To help these companies excel, we provide a mobile broadband and services portfolio for designing and building communications networks, operating and maintaining them, and enhancing the subscriber experience – all with a focus on real world network performance. This portfolio is underpinned by one of the largest investments in R&D in the telecommunications industry, with a total annual expenditure of €1.8 billion in 2013 and approximately 16 000 R&D personnel. These extensive R&D capabilities give us the ability to keep up with the pace of change in the telecommunications sector, where communications needs to be faster, smarter, more efficient, interconnected, context-aware and adaptive, driven by an evolving device landscape and exponential traffic growth. Business units Our Mobile Broadband business unit provides flexible and adaptable network solutions for mobile voice and data services. In Radio, our portfolio covers all radio technology generations; and our Core portfolio includes a comprehensive mobile switching portfolio and voice and packet core solutions. Our smartphone friendly ‘Liquid’ software provides a high level of network capacity and performance. Our expertise in customer experience management, virtualization and software-rich solutions helps operators to deal with new technology trends such as cloud computing, big data, multi-media content, special events and security. Mobile Broadband Global Services The Global Services business unit provides mobile operators with a broad range of services, from network implementation to care services, managed services for network and service operations, network planning and optimization and systems integration. We use global and local services experts and centralized tools and architecture at two Global Delivery Centers and five Global Service Delivery Hubs around the world. 2 Nokia Solutions and Networks Nick Marshall, Principal Analyst, ABI Research GTI Innovation Award 2014 Recognized by Global TD-LTE Initiative (GTI) for our Liquid Applications Overview “NSN topped our 2013 base station competitive assessment for outstanding performance in innovation and implementation, and received high points all around for achieving best in class rank for the essential IP, advanced features, multi-protocol support and LTE RAN contracts criteria.” “For NSN, 2013 was a year of transformation, during which we completed the majority of actions resulting from the major restructuring announced in November 2011, made headway in technology innovations and won significant new business. In the last two years, we have laid a strong foundation for the future.” Rajeev Suri, Chief Executive Officer #1 Flexi Multiradio Base Station Three major South Korean operators, SK Telecom, LG U+ and Korea Telecom, launched LTE-Advanced commercially first in the world, using NSN’s Flexi Multiradio Base Station We have one of the largest research and development commitments in the telecommunications industry We have operations in approximately 120 countries around the world with a diverse workforce 48 628 employees Ranked as a Leader in the LTE IDC MarketScape* 10 Global Technology Centers with specific technology and competence profiles in China, Finland, Germany, Hungary, India, Poland, and the U.S. We are one of the largest companies in the world in our target market €11.2bn net sales 2013 *IDC MarketScape: Worldwide LTE Radio Infrastructure 2013 Vendor Analysis, Doc # 239518, February 2013. Annual Report 2013 3 2013 highlights Stronger, leaner and more focused In 2012, NSN laid the foundation for an improved financial performance in the first year of its transformation. In 2013 many of the results of that transformation became apparent with improved profitability and NSN’s first ever net profit. Full-year sales €11.2bn Full-year sales of €11 172m down from €13 372m in 2012. The decline was primarily due to reduced wireless infrastructure deployment activity as well as divestments, currency fluctuations and the strategic exit of certain customer contracts and countries. Despite another year of restructuring, in 2013 the net cash position of NSN improved to EUR 1 678 million. With six consecutive quarters of strong operating profitability and Nokia as the sole owner, NSN now has a solid financial foundation. Gross margin 36.7% Gross margin before specific items* of 36.7% up from 30.7% in 2012, reflecting improved efficiency in Global Services, an improved product mix and the divestment of less profitable businesses. Operating profit Key financials 2013 EURm Net sales Operating profit before specific items Operating profit % before specific items Operating profit after specific items Operating profit % after specific items Profit for the year EBITDA before specific items 11 172 1 105 9.9% 551 4.9% 15 1 313 The figures presented on an NSN standalone basis in this Annual Report may differ from those reported by Nokia Corporation (‘Nokia’) due to the treatment of discontinued operations and certain accounting presentation differences. The Optical Networks Business has been presented as discontinued operations in our Consolidated Financial Statements for the years ended December 31, 2013 and 2012. *The before specific items financial measures exclude specific items for all periods: restructuring charges, country/contract exit charges, purchase price accounting related charges and other one-time charges. 4 €1.1bn Operating profit before specific items* of €1 105m up from €826m in 2012, reflecting improved gross margin and a decline in operating expenses before specific items* by 9%. Net cash and other liquid assets €1.7bn Continued focus on working capital management and cash generated from operations strengthened NSN’s cash position compared to €1.3bn at the end of 2012. Nokia Solutions and Networks Strategy working • Refocused business on mobile broadband • Improved execution and internal processes • 6 consecutive quarters of strong operating profitability 91% Two Emerging Technologies Awards at CTIA 2013 (Fuel Cell solution and Liquid Applications) #1 Research co-operation • With China Mobile Research Institute • 5G research with the NYU WIRELESS research center • Founding member and chair of 5G public-private partnership between EU and 5G PPP Association We won key LTE contracts including China Mobile’s and China Telecom’s nationwide TD-LTE networks, with Sprint in the U.S. and with both TIM Brasil and Oi Brasil Overview 91 of the world’s top 100 mobile operators are our customers TD-LTE speed record NSN and Sprint achieved 2.6 Gbps TD-LTE throughput over a single sector Quality improvement • Over 93% of employees trained in Quality • Since 2011, open customer defects reduced by almost 60% • Confirmed outages cut by more than a third Liquid Applications turn base stations into an intelligent part of a network. World’s first proof-of-concept of Liquid Applications over LTE with SK Telecom of South Korea Acceleration Awareness Intelligence Operations Insight Annual Report 2013 Innovative Services 5 Industry trends Evolution in the context of industry change We have identified 10 key developments that are emerging in our industry. These shaped our strategy and point to what comes next in our fast-changing business environment. Industry consolidation >70% of the Radio market today occupied by three main players In a market faced with flat to modest growth, possible operator consolidation and the disruption of IT and telecommunications convergence, we believe supplier choices made by operators will lead to only a limited number of network infrastructure and related service vendors able to achieve or maintain the necessary scale in the future evolution of radio technology. Entry of new players Mobile data traffic growth 3 +100% The convergence of IT and telecommunications enables a shift of network intelligence from telecom-specific platforms to generic data centers. This creates an opportunity for vendors to provide cloud technology and network function virtualization, and also an opportunity for both start-ups and established IT companies and may result in new participants entering our industry. Mobile data continues its exponential pace of growth. Currently, mobile data traffic is increasing at a rate of 100% each year, with video streaming, internet access and social media as the main drivers. We predict that worldwide mobile data traffic will be approximately 1000 times that of 2010 before the year 2020. Mixed radio technology environment Declining operator revenue growth 4 20% Mobile networks have four generations of co-existing radio technologies that carry billions of devices. Operators must manage the complexity of multiple technologies, and modernize their networks in a fast-paced environment at a reasonable cost. Innovations like self-organizing networks and Single RAN will help to manage multiple technologies. Operators’ revenues from traditional mobile voice and text messaging continue to decline as subscribers adopt over-thetop applications for voice and messaging, while the revenue growth from the data traffic appears to not be sufficient to maintain the past growth rates of operators’ overall revenues. IT and one telecom vendor for planning of AT&T’s Domain 2.0 generations of radio technologies 6 increase in traffic every year drop in SMS in Sweden in first half of 2013 compared to 2011 Source for the industry trends is NSN and various public sources, unless stated otherwise. Nokia Solutions and Networks Telco cloud and virtualization 50% $6bn Network sharing presents opportunities to achieve scale and efficiency, improve margins and customer experience while addressing operators’ needs for spectrum, and paves a possible road for operator consolidation. Operators are facing a dual challenge of intense traffic growth and increasingly unpredictable traffic patterns in their networks, where data demand can double in just a few hours. Cloud technology and virtualization of core network can be deployed to provide solutions quickly and cost-efficiently as IT and IP hardware commoditize and transform to more software-driven solutions. Utilisation of spectrum assets and re-farming From data analytics to cognitive networks 55% 50% Operators are reallocating data services to more efficient frequency spectrum bands, some unlicensed or presently occupied by television and radio broadcasts. Additionally, they are re-using GSM frequencies to support 3G and 4G roll-outs. By doing this, operators can free up to 55% of their spectrum, and potentially double their average 3G and 4G data speeds. Cognitive (or self-aware) networks sense, learn, reason and act on their own. Automation is the key to proactively solving problems, improving customer experience and protecting revenue. Extreme automation will help operators move from human-scale automation in hours or days to machine-scale automation in seconds or minutes. Spectrum availability Summary of key developments cost savings by license sharing in Denmark spectrum savings 15% more spectrum per year Radio spectrum is a scarce and extremely expensive resource that is essential to an operator’s ability to keep up with the fast pace of mobile data traffic growth. While unlicensed spectrum and lower frequencies will present some opportunities, operators are still faced with the challenge of how to squeeze capacity out of their current spectrum. * ABI Research, Research Analysis: Application: The SDN and NFV business case, July 22, 2013. Annual Report 2013 Overview Network sharing and operator consolidation the virtualized telecom market worth USD 6 billion in 2018* fewer site visits In recent years, the most important trends affecting NSN have been the increase in the use of mobile data services and the resulting exponential increase in data traffic. With end-users replacing operator services such as voice telephony and SMS with over-the-top applications (e.g. Skype, WhatsApp), operators’ revenue growth is slowing down, and there is an increased need for efficiency for operators and network infrastucture and services vendors that may lead to industry consolidation to achieve scale. Other developments related to the need for greater efficiency are the mixed radio technology environment, increased network sharing and re-use of the scarce radio frequency spectrum as well as the use of cognitive network technologies. Additionally, the attempt to reduce costs and to increase agility is leading to the adoption of the emerging telecom cloud and network virtualization (enabled by the current convergence of IT and telecommunications) which may also result in new participants entering the telecommunications vendor market. For more information on industry trends see reports.nsn.com/#/industry-trends 7 Corporate governance Ensuring a clear decision-making process On July 1, 2013, our shareholders announced an agreement where Nokia was to acquire Siemens’ 50% stake in NSN. The transaction closed on August 7, 2013, at which time NSN became a wholly owned subsidiary of Nokia. 8 Corporate governance On July 1, 2013, our shareholders announced an agreement where Nokia was to acquire Siemens’ 50% stake in NSN. The transaction closed on August 7, 2013, at which time NSN became a wholly owned subsidiary of Nokia. Following the completion of the transaction, Rajeev Suri continued as the CEO of NSN. The NSN Board of Directors was adjusted to the new ownership structure, with the Siemens-appointed directors resigning. In addition, Jesper Ovesen stepped down on April 25, 2014 from his position as Executive Chairman of the Board upon the closing of Nokia’s sale of substantially all of its Devices & Services business to Microsoft. On April 29, 2014, Nokia announced its new strategy, a program to optimize capital structure, and leadership team. Under its new strategy, Nokia will focus on its three businesses: Networks (formerly Nokia Solutions and Networks, or NSN), HERE and Technologies. Nokia Board of Directors has appointed Rajeev Suri as President and Chief Executive Officer of Nokia Corporation, effective May 1, 2014. Going forward, Networks will operate under the Nokia brand. The NSN name will no longer be used after a short phase-out period. To ensure efficiency and simplicity, the Nokia President and CEO will assume direct control of the Networks business and key leaders of that organization will report to him. Nokia Solutions and Networks –Rajeev Suri as President and CEO of Nokia. –Timo Ihamuotila as Executive Vice President and Group Chief Financial Officer. –Michael Halbherr as CEO of HERE. NSN Board of Directors Composition Upon the changes related to our ownership structure in 2013 and Jesper Ovesen stepping down from his position as Executive Chairman upon the closing of Nokia’s Devices & Services sale, our Board of Directors comprises, on the date of this annual report, the following three directors: Overview The primary operative decision-making body for Nokia is the Nokia Group Leadership Team, which will be responsible for Nokia Group level matters, including the Nokia strategy and overall business portfolio. Effective May 1, 2014, the President and CEO Rajeev Suri will chair the Group Leadership Team, which will consist of the following members: Timo Ihamuotila Chief Financial Officer and Interim President of Nokia –Henry Tirri as Executive Vice President, and acting Head of Technologies. –Samih Elhage as Executive Vice President and Chief Financial and Operating Officer of Networks. In addition to the Nokia Group Leadership Team, Nokia also announced the appointment of Hans-Jürgen Bill as Executive Vice President of Human Resources, Barry French as Executive Vice President of Marketing and Corporate Affairs, and Maria Varsellona as Executive Vice President and Chief Legal Officer, effective May 1, 2014. The current senior management bodies of Networks described in the section NSN Senior Management, including the current Executive Board of NSN, are expected to continue with their current compositions. Louise Pentland Executive Vice President at Nokia, Chief Legal Officer Juha Äkräs Executive Vice President at Nokia, Human Resources Changes during 2013 During the year, there were the following outgoing Board Members: Barbara Kux (replaced by Klaus Helmrich in May 2013); Klaus Helmrich (resigned in August 2013), Joe Kaeser (resigned in August 2013); and Peter Solmssen (resigned in August 2013). Annual Report 2013 9 10 Corporate governance NSN Senior management Our highest operative management body is the senior management team known as the Executive Board. The current members of the Executive Board, their roles and background are described on pages 16 and 17. The Executive Board reports to the Nokia President and Chief Executive Officer, and it meets on a monthly basis. The Nokia President and Chief Executive Officer chairs: –The Executive Board, which drives our strategic agenda, sets long-term targets and makes company-wide policy decisions. The Executive Board is also responsible for monitoring market developments, fostering innovation, overseeing quality improvements, developing talent, shaping our values and culture, and change management. –The Executive Management Team, which prepares our three-year financial plan and annual budget, manages financial performance, and makes day-to-day operational decisions as well as decisions relating to investments. The Executive Management Team also focuses on near-term performance management and forecasts, enforcement of policies and targets, and regional and business unit plans, goals and strategies. The Chief Financial and Operating Officer of Networks chairs: –Monthly Business Reviews, the primary vehicles for driving operational business performance across units and markets, against our strategy and annual plan. –The Portfolio Management Board, focused on strategic portfolio decision-making. This includes driving investment trade-off decisions on the existing commercial portfolio, deciding on new portfolio launches and phase-outs, and shaping the technology and architecture underpinning the evolution of our product and service offerings. –The Business Transformation Board, focused on both completing our transformation as well as driving continuous improvement throughout the organization. Areas covered include Research and Development (R&D) efficiency, sales acceleration, operations optimization, services transformation, financial backbone, the continuation of our transformation, and various new interlock processes around procurement, operations, business units and Customer Operations –The Commercial Committee, which sets the process and policy for sales operations and pricing decisions, and leads the commercial decision-making for major customer deals. This committee ensures appropriate transparency and scrutiny of key financial metrics, including profitability, project assets, and cash flow, as well as approves and tracks major commercial initiatives. Nokia Solutions and Networks Business review – Risk factors Understanding the risks we face 1. Our strategy focuses on mobile broadband and accordingly our sales and profitability depend on our success in the mobile broadband infrastructure and related services market. We may fail to execute our strategy or to effectively and profitably adapt our business and operations in a timely manner to the increasingly diverse solution needs of our customers in that market or technological developments. Our success with our focus on mobile broadband infrastructure and related services is subject to various risks and uncertainties related to the intensity of the competition, consolidation of our customers or competitors, breadth of our product and services portfolio, our market recognition, ability to sustain or grow our net sales to maintain necessary scale, success in identifying and obtaining deals meeting our profitability targets, ability to attach our services sales to our broadband infrastructure sales and to pursue new services-led growth opportunities, as well as ability to maintain our efficient and low-cost operations. Annual Report 2013 2. We face intense competition and may fail to effectively and profitably invest in new competitive high-quality products, services, upgrades and technologies and to bring them to market in a timely manner and meeting related quality requirements. We may also be negatively impacted by changes in the competitive landscape related to the intensity of price competition, customer finance requirements, reduced investments by the operators, consolidation of our competitors, and new competitors entering into our industry as a result of acquisitions or shifts in technology. Further, quality issues related to our products and services may cause for instance delays in deliveries, service downtime, liabilities for network outages, additional repair, product replacement or warranty costs to us, and harm our reputation and our ability to sustain or obtain business with our current and potential customers. Overview The summary below is a description of risk factors that could affect NSN. There may be, however, additional risks unknown to us and other risks currently believed to be immaterial that could turn out to be material. These risks, either individually or together, could adversely affect our business, sales, profitability, results of operations, financial condition, liquidity, market share, brand, and reputation from time to time. 3. Our sales, profitability and cash flow are dependent on the development of the telecommunications industry in numerous diverse markets, as well as on general and regional economic conditions. Continued uncertainty or any further deterioration in the global or relevant regional economic conditions may reduce the investments made by our customers in network infrastructure and related services; cause financial difficulties to our customers, suppliers and partners; reduce our ability to raise funding and provide extended payment terms; increase our interest expenses; increase volatility in exchange rates, result in inefficiencies due to related forecasting challenges; cause reductions in the future valuations of our investments and assets; or result in increased or more volatile taxes. 4. We are dependent on a limited number of customers and large multi-year contracts, and accordingly the loss of a single customer or issues related to a single contract can have a significant impact on us. As a result of the future consolidation, network sharing and joint procurement arrangements among our customers, it is possible that an even greater portion of our net sales will be attributable to a smaller number of large service contracts and we may be required to provide contract terms increasingly favorable to our customers. Further, large multi-year contracts include a risk that the timing of sales and results of operations associated with those contracts will differ from what was expected. Also, any suspension, termination or nonperformance by us under the contracts may have a material adverse effect on us because our customers have demanded and may continue to demand stringent contract undertakings, such as penalties for contract violations. 11 12 Business review – Risk factors 5. We are a company with global operations and with sales derived from and manufacturing facilities and suppliers located in various countries, exposing us to risks related to regulatory, political or other developments in various counties or regions. Additionally, emerging markets represent a significant portion of our total sales and expected industry growth while those markets carry higher degree of regulatory political risk and volatile economic conditions. Our business and investments in emerging market countries may be subject to risks and uncertainties, including political unrest, volatility of the local economy, unfavorable or unpredictable taxation treatment, exchange controls and other restrictions affecting our ability to make cross-border transfers of funds, regulatory proceedings, unsound business practices, challenges in protecting our intellectual property rights, nationalization, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulation as well as other unforeseeable operational risks. For instance, the recent events and instability in Ukraine and the international reaction to them may adversely affect our business or operations in Russia and Ukraine and/or related markets, including as a result of potential trade sanctions or economic uncertainly or slowdown resulting from these events. Further, in line with changes in our strategy, as well as in some cases a difficult political or business environment and an increasingly complicated trade sanctions environment, we have exited or reduced operations in certain areas or countries, with some of these exits or reductions in operations still ongoing. We continuously monitor international developments and assess the appropriateness of our presence and businesses in various markets. For instance, in the light of recent developments relating to Iran, we are assessing our position on performing business in Iran in compliance with all applicable trade sanctions and regulations, including potentially increasing our business activities with our existing customers in the country, while we work with them to find solutions to honor existing contractual obligations. Such actions may trigger additional investigations, including tax audits by authorities or claims by contracting parties. The result and costs of such investigations or claims may be difficult to predict and could lead to lengthy disputes, fines or fees, indemnities, or a settlement. 6. Our efforts aimed at managing and improving financial performance, cost savings and competitiveness may not lead to targeted results or improvements. Any failure by us to determine the appropriate prioritization of operating expenses and other costs, to identify and implement on a timely basis the appropriate measures to adjust our operating expenses and other costs accordingly, or to maintain achieved reduction levels, could have a material adverse effect on our business, results of operations and financial condition. 7. We are increasingly collaborating and partnering with third parties to develop technologies, products and services. Additionally, we have outsourced various activities to third parties and are relying on them to provide certain services to us. If any of the companies we partner and collaborate with were to fail to perform as planned or if we fail to achieve the collaboration or partnering arrangements needed to succeed, we may not be able to bring our products or services to market successfully or in a timely way. 8. We may fail to manage our manufacturing, service creation and delivery, as well as our logistics efficiently, and without interruption, or the limited number of suppliers we depend on may fail to deliver sufficient quantities of fully functional products and components or deliver timely services meeting our customers’ needs. We may experience difficulties in adapting our supply to meet the changing demand for our products and services, both ramping up and down production at our facilities and network implementation capabilities as needed on a timely basis; maintaining an optimal inventory level; adopting new manufacturing processes; finding the most timely way to develop the best technical solutions for new products; managing the increasingly complex manufacturing process and service creation and delivery process or achieving required efficiency and flexibility, whether we manufacture our products and create and deliver our services ourselves or outsource to third parties. 9. Our net sales, costs and results of operations, as well as our competitive position through the impact on our competitors and customers, are affected by exchange rate fluctuations, particularly between the euro, which is our reporting currency, and the US dollar, the Japanese yen and the Chinese yuan, as well as certain other currencies. 10.An unfavorable outcome of litigation, contract related disputes or allegations of health hazards associated with our business could have a material adverse effect on our business, results of operations, financial condition and reputation. 11.We have operations in a number of countries and, as a result, face complex tax regulations and practices and could be obligated to pay additional taxes in various jurisdictions. Further, our actual or anticipated performance, among other factors, could reduce our ability to utilize our deferred tax assets. Nokia Solutions and Networks 13.We may be adversely affected by negative developments with respect to the customer financing or extended payment terms we provide to our customers. In addition to the potential payment defaults by the customers, such developments may impair our ability to arrange, facilitate or provide needed financing, including longer or extended payment terms to customers, or to sell our customer receivables to improve our liquidity. 14.Our intellectual property (IP) portfolio includes various patented standardized or proprietary technologies on which our products and services depend and we also use our IP portfolio for revenue generation. Third parties may use without a license and unlawfully infringe our IP or commence actions seeking to establish the invalidity of the intellectual property rights of these technologies, or we may not be able to sufficiently invent new relevant technologies, products and services to develop and maintain our IP portfolio, maintain the existing sources of intellectual property related revenue or establish new sources. 15.Our products and services include increasingly complex technologies, some of which have been developed by us or licensed to us by certain third parties. As a result, evaluating the rights related to the technologies we use or intend to use is more and more challenging, and we may face claims that we could have allegedly infringed third parties’ intellectual property rights. The use of these technologies may also result in increased licensing costs for us, restrictions on our ability to use certain technologies in our products and/or costly and time-consuming litigation. Forward-looking statements Overview 12.Our operations rely on the efficient and uninterrupted operation of complex and centralized information technology systems and networks and we store certain personal and consumer data as part of our business operations. If a system or network inefficiency, cybersecurity breach, malfunction or disruption occurs, this could have a material adverse effect on our business and results of operations. This report includes forward-looking statements. The words ‘should’, ‘could’, ‘continue’, ‘expect’, ‘target’, ‘estimate’, ‘may’, ‘plans’, ‘will’, ‘believe’, ‘anticipate’, ‘intend’, ‘predict’, ‘assume’, ‘positioned’, ‘shall’, ‘risk’ and other similar expressions that are predictions or indications of future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts, in particular but not limited to the statements in Chief Executive Officer’s strategic review, Strategy, Transformation, Industry trends, The Operating and Financial Review and Risk factors, are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company, and such statements may constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Group, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among other things, general economic and business conditions, the competitive environment, the ability to employ competent personnel, market development relating to the sector and other risks described in Risk factors. The forward-looking statements are not guarantees of the future operational or financial performance of the Group. 16.We may be unable to retain, motivate, develop and recruit appropriately skilled employees. 17. We may not be able to achieve targeted benefits from or successfully implement planned transactions, such as acquisitions, divestments, mergers or joint ventures, for instance due to issues in selecting successfully the targets or failure to execute transactions or due to unexpected liabilities associated with such transactions. For further explanation of these risks, please refer to Nokia’s annual report on Form 20-F for the year 2013, which includes risks relating to NSN (refered to as Networks). A copy can be found at nokia.com/investors Annual Report 2013 13 14 Chief Executive Officer’s strategic review A strategy built on firm foundations “For NSN, 2013 was a year of transformation, during which we completed the majority of actions resulting from the major restructuring announced in November 2011, made headway in technology innovations and won significant new business. In the last two years, we have laid a strong foundation for the future.” The financial results for NSN in 2013 demonstrate the effectiveness of our transformation in achieving our aims of improving our profitability and delivering on our cost savings target of more than EUR 1.5 billion. In 2013, we also reported our best ever gross margin performance, drove up operating profit and margin compared with 2012, and sustained our excellent cash performance. On a full-year basis, operating profit before specific items improved by over a third to EUR 1.1 billion, continuing our progress in improving profitability and overtaking our record-beating 2012 results. Gross margin rose year-on-year from 30.7% to 36.7% before specific items. Our cash management also remained strong: NSN closed 2013 with EUR 1.7 billion in net cash. We saw a decline in our net sales of 16.5% to EUR 11.2 billion. This was largely driven by reduced wireless infrastructure activity affecting both our Mobile Broadband and Global Services businesses, headwinds from foreign currency fluctuations, and divestments of businesses not consistent with our strategic focus, as well as the exiting of certain customer contracts and countries. We are taking focused action to address the slowdown in revenue and put increased focus on revenue growth and market share gains while aiming to maintain strong profitability and cash generation. Across the world, we have won successful business with major customers and in significant projects, including TD-LTE wins with China Mobile and China Telecom as well as Sprint in the U.S., LTE wins with MTS in Russia, SFR in France, Vodafone in New Zealand, and network modernization for Oi in Brazil. Completing our restructuring The end of 2013 saw an end to the majority of the restructuring efforts announced by NSN in November 2011. In stating our financial goal of improved profitability, we set a target of reducing non-IFRS annualized operating expenses and production overheads by EUR 1 billion in cost savings, which was later ultimately increased to a goal of more than EUR 1.5 billion by the end of 2013, compared to the end of 2011. We comfortably achieved that target in the course of the year. For instance, we reduced our real estate footprint by approximately 419 000 square meters during 2013 – and by approximately 827 000 square meters during the restructuring as a whole. Our headcount continued to fall during 2013. Over the course of the restructuring, we have reduced headcount considerably and at the end of December 2013, NSN had 48 628 employees. The restructuring focused not on one-off cost reductions, but on making deep structural changes that alter the very fabric of the company and our ability to run our business effectively. As a result, we have built a strong foundation for focusing on profitable future growth. Nokia Solutions and Networks Adjusted gross margin (before specific items) % Net sales EUR million 13 645 13 372 11 172 27.5% 36.7% Adjusted operating profit (before specific items) EUR million 30.7% 1105 826 338 2011 2012 2013 2011 2012 An ambitious strategy for growth To improve our financial performance, and to realign the company with our aim of becoming a mobile broadband powerhouse, we have – during 2012 and 2013 – pursued a highly focused strategy. The result is a radically streamlined, efficient company, which is both highly competitive and well-placed to support our customers. Having successfully pursued our strategy of turning NSN into ‘the world’s mobile broadband specialist’, we are now expanding our scope to become ‘the world’s end-to-end mobile broadband specialist’. In doing so, we plan to continue on the path of profitability and execution excellence we have followed so far, and are focusing on the top line of our business after two years of retrenchment. We also intend to build on our number-two position in services. Over the past two years, we have invested in constructing a profitable services business. We are now focusing on bringing that business back to growth, while defending profitability. Our services approach includes renewed aspirations in managed services going beyond traditional managed services into exciting new areas, and ambitious plans in systems integration to help our customers negotiate the convergence of telecommunications and IT. The final pillar of NSN’s new strategy is quality and execution. These have been the hallmarks of our progress over the last two years and we intend to continue on our path of using these to gain competitive advantage as well as to maintain our excellent business discipline. 2011 2012 2013 Our people NSN has bold aspirations, not only in technology and commercial terms but also in terms of taking employee engagement to the highest levels. Our key measure of employee satisfaction during the last two years ended 2013 above target, and we will dedicate time over the coming months to actively supporting the growth of a new culture for NSN; one that will help us achieve our ambitious aims and support our people in the pursuit of satisfying careers. The future Having just launched its new strategy, there is plenty of work ahead for NSN to implement it and achieve our ambitious goals. At the same time, our market continues to be challenging, although there are pockets of growth and opportunity, which we intend to exploit to the full. Business review Three strategic pillars reinforce our ambition In setting end-to-end mobile broadband leadership as our aim, we continue to focus on our Radio and Core businesses and expand into areas that are consistent with our overall business focus. We will align our efforts around key initiatives in radio, small cells, core, IP routing and mobile backhaul, which will be achieved through a combination of our own innovation and product development as well as carefully selected partnerships. 2013 The day before this report was published, Nokia announced a new strategy and leadership team and I am honored to have been asked to take on the role as President and Chief Executive Officer for Nokia, and excited about the possibilities that lie in our future. You can read more about the new management structure in our Governance section. We have a clear vision for Nokia as a leader in technologies that are important in a world of billions of intelligent connected devices. The strategy for NSN, which will now be known as Networks, clearly supports this vision and our customers can have confidence that we will continue to make the investments necessary to deliver the innovation needed to help them build even stronger businesses. Our top priority, as always, is our customers. We continue to make decisions with their needs and requirements in mind and to seek to align our activities ever more closely around them, with the aim of promoting their success and our own. Rajeev Suri Chief Executive Officer For quality, our priorities will include further increases in customer satisfaction and product quality. Strong execution, meanwhile, has played a central role in our successful transformation to date and we will continue on this path, shaping NSN into an ever-more lean and agile company. Supporting our strategic pillars are three enablers: innovation, which continues to be the heart of NSN’s ability to compete and to serve our customers; partnerships, which will be increasingly important as we better leverage the telco ecosystem and automation, which is essential for further efficiency gains and to enable value added activities to meet customer requirements. Annual Report 2013 15 16 Leadership An experienced senior management team Rajeev Suri Chief Executive Officer (CEO) Deepti Arora Vice President, Quality Deepti has more than 25 years’ experience in the telecommunications industry and has held various roles in quality, business operations, engineering, sales, and general management. Prior to joining NSN in 2011, Deepti was responsible for Global Quality at Motorola’s Wireless Networks. With more than 24 years of international experience, Rajeev is a leader who cherishes the opportunity to undertake transformational and turnaround assignments. He joined Nokia in 1995 and held numerous executive roles. At NSN, Rajeev headed the Asia Pacific region in 2007, moving into leading the Global Services business unit, where he drove the growth and transformation of NSN’s Services business. Rajeev has been CEO since October 2009, presiding over consistently improving results, leading to the successful transformation and restructuring of the company. Samih Elhage Chief Financial Officer (CFO) Hans-Jürgen Bill Executive Vice President, Human Resources Hans-Jürgen has 20 years of experience in the telecommunications industry. Prior to NSN, he held a range of diverse roles at Siemens, which he joined in 1983. When NSN was formed in 2007, Hans-Jürgen became Head of West South Europe region for the company. He assumed his current leadership role in Human Resources in 2009, driving the strategic development of NSN’s global workforce. Kathrin Buvac Vice President, Corporate Strategy and CEO’s Office Samih has more than 24 years of experience in the telecommunications industry. He is known as a strategic and results-oriented senior executive. He joined NSN in March 2012 as Chief Operating Officer. In 2013, Samih became Chief Financial Officer while maintaining his previous responsibilities. Before joining NSN, he served as a senior adviser to leading private equity and global management consulting firms. He has been a member of the Executive Board since March 2012 overseeing the transformation of NSN’s business operations that led to considerable improvement in its financial strength. Kathrin has more than 13 years of international experience in the telecommunications industry. As the company’s chief strategist, Kathrin helps to shape NSN’s vision and strategy working with senior leaders, customers and analysts worldwide. Her responsibilities include market forecasting, competitor intelligence, portfolio watch and corporate business development, Secretary to the Executive Board and Chief of Staff to the CEO. Kathrin was instrumental in developing the company’s turnaround strategy. Kathrin held senior positions in strategy, financial management, M&A, in-house consulting and business development at NSN, Siemens and EADS previously. Ashish Chowdhary Executive Vice President/President, Asia, Middle East and Africa The Leadership Team for NSN as at the date of this annual report, April 30, 2014. For the governance structure of NSN going forward, please see the Governance section on page 8. Ashish has over 20 years of international experience in the enterprise and telecom sectors. He has led Customer Operations in the Asia, Middle East and Africa market since January 2011. With a track record of delivering consistently strong results and business growth, Ashish has led various organizations as Head of India region, Global Managed Services and Global Services before his present assignment. He has been a member of the NSN Executive Board since 2009. Nokia Solutions and Networks Rick Corker Executive Vice President/President, North America Rick has more than 20 years of international experience in the telecommunications industry. He leads sales and operations for the U.S. and Canada. Prior to his current role, Rick led NSN’s Asia Pacific region, helping the company gain share in key markets like Japan and Indonesia. He has held senior sales and marketing positions in Australia, the Americas, Europe, and Asia Pacific. Equipped with 30 years of experience in the telecom and IT domain, Eva joined NSN in 2013. Previously, she was with Ericsson in management roles including Vice President of Product Related Services with focus on network implementation, care and optimization services. She has also served on the executive boards of telecom operators as the CIO at 3 Scandinavia and P4 in Poland. In addition, Eva held management positions at IBM and IT consultancy companies. Barry French Executive Vice President, Marketing, Communications and Corporate Affairs Barry joined Nokia in May 2006 and has been a member of the senior management team since NSN was created. His responsibilities include marketing, communications, financial and industry analyst relations, corporate security, government relations, regulatory affairs, corporate social responsibility and sustainability, and occupational health and safety. He has a wide range of experience in Fortune 500 companies, including Dell and United Airlines. Alexander Matuschka Chief Restructuring Officer Alexander has gained extensive experience in various positions in the automotive and machining industry including restructuring, reorganization, procurement, logistics, supply chain management, and lean manufacturing and assembly. He was an industrial adviser for private equity companies before joining NSN in 2011. Annual Report 2013 An inventor and technology visionary, Hossein leads long-term technology evolution and drives transformational innovations for the company. Having held several management positions in BT, T-Mobile, Sun Microsystems over the last 25 years and as an active adviser and board member of several technology start-ups, he brings in-depth technology expertise, customer focus and innovation to NSN. Hossein joined the company in 2010. Marc Rouanne Executive Vice President, Mobile Broadband Business review Eva Elmstedt Executive Vice President, Global Services Hossein Moiin Executive Vice President, Technology and Innovation Marc has over 20 years of international management experience in the telecommunications industry. He joined NSN in 2008 to lead NSN’s Radio Access business, and has since turned NSN into a leader in LTE and one of the largest software developers in the world. Marc has significant experience in executive leadership bringing 2G and 3G technologies to mass market. He held an executive position in Alcatel-Lucent before joining NSN. René Svendsen-Tune Executive Vice President/President, Europe and Latin America René has more than 25 years of global experience in the IT and telecommunications industries. He leads sales and operations for the Latin America, West Europe, South East Europe and East regions. Prior to joining NSN in 2012, he was chief executive of Teleca, a supplier of software services to the mobile, consumer electronics and automotive industries. Before that he served in a range of leadership positions for 13 years with Nokia. Maria Varsellona Executive Board Member, General Counsel Maria joined NSN in 2013 from Tetra Pak, where she was the Group General Counsel. Previously, Maria held senior legal positions in GE Oil & Gas for many years, with a specific focus on managing legal affairs for commercial operations and global services. As an admitted lawyer in Italy and England, Maria started her career in private practice in both countries, and she also lectured international contract law at the University of Florence, Italy. 17 18 Strategy A strategy that builds on a solid platform In 2011, NSN announced a bold strategy focused on our industry’s sweet spot: mobile broadband. After achieving the objectives of this two-year turnaround strategy, we evolved our strategy in late 2013 to focus on end-to-end mobile broadband leadership, services growth, and quality and execution. Across these focus areas are three enablers: innovation, partnering, and automation. Our three strategic pillars reinforce our ambition End-to-end mobile broadband leadership We continue to focus on our Radio and Core businesses and also plan to address new areas within mobile broadband for further growth. In Radio, we see considerable opportunities to strengthen our position in Single RAN and further improve our position in LTE. Further, we believe small cells, which are targeted on a smaller geographical area and a fewer number of users, represent an area of significant opportunity for the future, and that we have a competitive advantage with our microcells and picocells, which are estimated to be the smallest in the industry and are also uniquely able to provide feature parity with larger macrocells. In the Core business, we estimate that we have taken an early lead in the effort of providing a fully virtualized Liquid Core, as well as positioning ourselves well with respect to the emerging telco cloud through our already existing commercial solutions. Services growth During our transformation in the past two years, we rebalanced our Global Services business by adjusting the services portfolio, exiting from certain customer contracts and focusing on the business and geographic areas where we can add the most value. In our refreshed strategy, we aim to grow this business by focusing on three priorities: –Pursuing services-led growth opportunities, particularly in the Network Planning and Optimization and Managed Services businesses, for instance for telco cloud. –Capitalizing on the volume of the Mobile Broadband business unit to scale up Network Implementation and Systems Integration services. –Focusing on operational excellence in Global Services; optimizing both end-to-end services delivery and the day-to-day networks operations through Care services. Mobile broadband leadership Services growth Quality & execution Innovation Partnering Automation Nokia Solutions and Networks Quality and execution We have an ambition to make quality a competitive differentiator and believe that the importance of end-to-end quality is increasing in the telecommunications industry, while the complexity and cost of delivering it are rising as well. The intolerance of lapses in service from mobile broadband subscribers and operators means that quality improvements have a direct impact on the reputation and success of network suppliers. We aim to meet these quality requirements proactively to ensure that mobile operators can provide their customers with an excellent end-user experience. We are also focused on continuously improving efficiency in all operations. Partnering We will leverage the broader IT and telecommunications ecosystem with an increased focus on partnerships, ranging from mobile transport, packet networks and IT hardware to core virtualization, network security, Liquid Applications and specialized services. Automation We have leveraged automation in areas such as Global Delivery and R&D Centers, making considerable progress in efficiency and profitability. We plan to extend the automation focus to other areas, aiming to improve efficiency and gain more time for value-added work dedicated to improving its offerings for the customers. Business review Supporting our strategic pillars are three enablers Innovation Our customer-focused innovation aims to deliver a better return on investment than pure technology research, and to direct resources and attention to specific operator challenges. We have one of the largest R&D commitments in the telecommunications industry, and with a portfolio of around 4 000 patent families, we are a significant holder of intellectual property rights. Managing the broadband deluge in Saudi Arabia The Hajj is an annual, week-long pilgrimage when millions of visitors move through Al Masha’er, from Mina to Muzdalifah and on to Arafat, an area of 15 square kilometers in Saudi Arabia. This unique event with an extremely high number of people creates high-density traffic, requiring NSN’s Special Event Support Services to maintain optimal network performance under exceptional conditions. –Over 31 million users served –Over 3 500 terabytes in internet traffic Real World Performance LTE coverage to 76% of Saudi Arabia 98% Call success rate For more Real World Performance case studies see reports.nsn.com/#/case-studies Annual Report 2013 19 20 Transformation A second year of transformation In 2013 we achieved our target of reducing our annualized operating expenses and production overhead, excluding special items and purchase price accounting related items by more than EUR 1.5 billion compared to the end of 2011. In November 2011, when we announced a strategy to focus on mobile broadband and services, and also launched an extensive global restructuring program, we had set this target at EUR 1 billion. In January 2013, this target was raised to EUR 1.5 billion, and in July 2013 this target was further raised to ‘more than EUR 1.5 billion’. While these savings were expected to come largely from organizational streamlining, the program also targeted areas such as real estate, information technology, product and service procurement costs, overall general and administrative expenses, and a significant reduction of suppliers in order to further lower costs and improve quality. Continued focus on mobile broadband Our focus on mobile broadband strengthened our leading position in LTE and LTE-Advanced. We signed important contracts with major operators in the U.S. and China and extended our leadership in the advanced mobile broadband markets of Japan and South Korea. Services business transformation Our Global Services business showed remarkable results with improved gross margins through exiting unprofitable contracts. We also increased the efficiency of our services through centralization in Global Delivery Centers, standardization and automation. Real estate footprint reduction Building on the 2012 real estate footprint reduction of 408 000 m2, in 2013 we continued the consolidation of our office space, closing 61 sites and reducing the production footprint by closing the Bruchsal factory, altogether equaling 419 000 m2. Nokia Solutions and Networks Innovation and improved R&D efficiency Business review Despite our restructuring, in 2013 we increased our R&D investment in mobile broadband. We also increased our R&D efficiency and continued to focus on delivering to customer-specific requirements. Vodafone India In 2013 Vodafone India modernized their network and brought together subscriber data spread across multiple legacy systems into one Home Location Register (HLR). Reducing the complexity and high operational costs could only be achieved by the largest migration of its type ever performed at NSN. Despite being spread across multiple sites, the new centralized HLR and management system was up and running with no outages and 100% data reconciliation in the first attempt. Targeting other costs In 2013, we continued to streamline our cost structure and benefit from the policies that we had put in place in 2012 regarding costs such as travel expenses and the reduction in the number of suppliers. Strong cash position Real World Performance In 2013, we maintained our strong cash position despite ongoing restructuring related outflows, generating free cash flow in every quarter. 165+m –Network service availability increased to 99.999% –30% extra network capacity created without any new HLR nodes subscribers in one home register For more Real World Performance case studies see reports.nsn.com/#/case-studies Annual Report 2013 21 22 Operational overview: business units Performance in the real world: business units NSN has two business units – Mobile Broadband and Global Services. In 2013 these segments each represented approximately half of NSN’s net sales. Mobile Broadband €5.3bn 7.9% Net sales Operating profit* *Before specific items. Our Mobile Broadband business unit provides flexible and adaptable network solutions for mobile voice and data services through the Radio and Core businesses. Our Radio business covers all generations of radio technology: GSM, CDMA, WCDMA, and LTE. To date, we have delivered over 3 million base stations. We serve more than 1 billion subscribers in our 3G networks globally, and at the end of 2013 we had 117 commercial LTE references. We believe we are the leading global vendor for LTE both in Korea and Japan, and we also have the largest market share of non-Chinese network suppliers of China Mobile’s TD-LTE network. Our Core product portfolio includes voice, packet core, IP Multimedia Subsystem/Voice over LTE and Subscriber Data Management solutions as well as full virtualization solutions. The largest 4G LTE network in the world is powered by our LTE IMS core. Additionally, our expertise in customer experience management, virtualization and software-rich solutions helps operators to deal with the new technology trends such as cloud computing, big data, multimedia content, special events, security, and more. We deliver our Customer Experience Management solution to more than half of the world’s biggest operators. The operating profit before specific items of Mobile Broadband declined from EUR 490 million in 2012 to EUR 420 million in 2013, as a result of lower net sales and costs incurred in anticipation of a technology shift to TD-LTE, which was partially offset by an improved gross margin and a reduction in operating expenses. Nokia Solutions and Networks Global Services Net sales Operating profit* *Before specific items. Our Global Services business unit provides mobile operators with a broad range of services. Network Implementation includes services needed to build, expand or modernize a communications network efficiently. Customer Care includes software and hardware maintenance as well as competence development services. Within the Managed Services business, we take responsibility for running a range of services for operators, from network operations to service operations, which enables operators to manage service life-cycles efficiently and enhance their customers’ experience. The Network Planning and Optimization business offers network assessment as well as capacity and configuration planning. Our Systems Integration capabilities ensure that all the elements of a new mobile broadband solution seamlessly bring together new and legacy technologies. –700 000 LTE users –Traffic peaked more than three times the level of 2012’s event –Latency consistently at +10Mbps Real World Performance The NSN network delivered a consistent experience to LG U+ customers Business review €5.8bn 12.0% The Busan Fireworks Festival is a highly anticipated two-day event of concerts and diverse programs, culminating in one of the world’s largest fireworks displays and drawing crowds of over 1.5 million visitors each year. Korean operator LG U+ relied on NSN to prepare their networks for huge volumes of data traffic in one concentrated area. NSN introduced the latest LTE load balancing software and used our Traffica network management tool to monitor the network performance in real-time. 100% service availability Over the course of 2013, a growing percentage of our services were delivered through our Global Delivery Centers, which together with the local delivery services provide greater efficiency for customers. We use global and local services experts and centralized tools and architecture at two Global Delivery Centers and five Global Service Delivery Hubs around the world. The operating profit before specific items of Global Services increased from EUR 334 million in 2012 to EUR 693 million in 2013, as the increase in gross margin more than compensated for the decline in net sales, and the operating profit before specific items in 2013 was further supported by a reduction in operating expenses. For more Real World Performance case studies see reports.nsn.com/#/case-studies Annual Report 2013 23 24 Operational overview: markets Performance in the real world: geographical markets In 2013, NSN’s country operations were grouped into three main geographical groups: Asia, Middle East and Africa (AMEA); Europe and Latin America (ELAT); and North America (NAM). These three markets further divide into regions containing our sales and delivery teams which benefit from a very close relationship with mobile operators in their countries. AMEA summary Key highlights •53 countries in Asia, Middle East and Africa •#1 foreign vendor in China in TD-LTE •Entered new markets in Libya and Myanmar Net sales by geographic area (EURm) 50% AMEA €5 549m Our Asia, Middle East and Africa market includes a diverse range of countries – from countries with the world’s most advanced networks, like Japan and Korea, to fast-developing telecom markets, like Kenya, Bangladesh, India and Vietnam. NSN has strong mobile broadband momentum in various countries – Saudi Arabia, China, Japan, South Korea, Indonesia, Australia and others. 38% NSN works with leading operators in 53 countries – Vodafone, China Mobile, China Unicom, China Telecom, Softbank, KDDI, NTT DoCoMo, KT, SKT, Telkomsel, Bharti Airtel, Etisalat, Ooredoo, STC, Zain and many others. ELAT €4 317m The AMEA market has one Global Delivery Center in India; four R&D technology centers in China and one in India; and four manufacturing units in China and one in India. 12% NAM €1 306m Nokia Solutions and Networks NAM summary Key highlights Key highlights •50 countries in Europe and 11 in Latin America •Operations in the U.S. and Canada •LTE contracts with major Russian operators •Success in Latin America with Oi Brasil, TIM Brasil, Telefónica Chile and Avantel Colombia Europe is home to our headquarters in Finland and to our Global Delivery Center in Portugal. We also have extensive R&D expertise in Europe, including some of our largest technology centers working on future mobile broadband technologies. In Europe, we work with all major operators, including Orange, Vodafone, Deutsche Telekom, MTS Sistema, MegaFon, TeliaSonera and WIND, serving hundreds of millions of demanding and sophisticated customers. Operators like Telefónica, TIM and Portugal Telecom are present in both Europe and Latin America on a very large scale. In Latin America, we work with all major operators, including Oi, TIM, Telefónica, América Móvil, Telecom Personal, Nuevatel and Avantel. The mobile broadband growth in Latin America has an extremely high potential, as the majority of the mobile devices are not yet 3G capable. Business review ELAT summary •Work with 8 of the top 10 mobile North American operators •Selected by Sprint for the deployment of a TD-LTE network With strong demand for advanced services driven by growth in the smartphone market, 4G LTE has been hotly embraced by all major NAM operators. These operators have invested to provide for the best in coverage and speed to grow their market share. Our major LTE contract with T-Mobile USA, our new TD-LTE contract with Sprint as well as our IMS solution with Verizon have positioned our customers well to compete in this service-rich market. We also have our ‘Innovation Lab’, our flagship mobile broadband testing and development facility, located in the heart of Silicon Valley. The North America region was one of our fastest growing regions in 2013 and delivered strong net sales growth in both products and services. For more information on our performance worldwide see reports.nsn.com/#/case-studies Annual Report 2013 25 26 Operating and Financial Review A second year of transformation Overview For an overview of our business, see pages 2 and 3, and 2013 highlights on pages 4 and 5. See also our industry trends on pages 6 and 7, our Chief Executive Officer’s strategic review on pages 14 and 15, our strategy and transformation on pages 18 to 21, and operational overview on pages 22 to 25. Principal factors and trends affecting our results of operations The following sections describe the factors and trends that affect our net sales and profitability. Industry trends In recent years, the most important trends affecting us have been the increase in the use of mobile data services and the resulting exponential increase in data traffic, which however has not been directly reflected in operators’ revenue. With end-users replacing operator services such as voice telephony and SMS with over-thetop applications (e.g. Skype, WhatsApp), operators’ revenue growth is slowing down, and there is an increased need for efficiency for operators and network infrastructure and services vendors that may lead to industry consolidation to achieve scale. Other developments related to the need for greater efficiency are the mixed radio technology environment, increased network sharing, and re-use of the scarce radio frequency spectrum, as well as the use of cognitive network technologies. In addition to the attempts to reduce their costs, the operators want to increase their agility through the adoption of the emerging telco cloud and network virtualization which is enabled by the convergence of IT and telecommunications. Pricing and price erosion The pricing environment remained intense in 2013. In particular, a wave of network modernization that has taken place primarily in Europe and increasingly in other regions including Asia Pacific has continued to put pressure on pricing as the vendors compete for market share. Our net sales are impacted by these pricing developments. Although some regional variation exists, price erosion is evident across most geographical markets and impacts our sales and profitability. Product and regional mix Our profitability is also impacted by the product mix, software sales and regional mix. Products and services have varying profitability profiles. The Mobile Broadband business offers a combination of hardware and software. These products, in particular software products, have higher gross margins; however, they require much higher research and development investments. Global Services offerings are typically labor intensive while carrying low research and development investment, and have relatively low gross margins compared to the hardware and software products of Mobile Broadband. Regional sales also carry varying profitability. Overall, profitability for certain regions should only be seen as indicative, since profitability can vary from country to country within a particular region – and even from customer to customer within a particular country. In general, developed markets provide relatively high margins while emerging markets – where end-users and therefore mobile operators are often more financially constrained – provide lower margins. Cyclical nature of projects In addition to the normal industry seasonality described in the section ‘Certain other factors’, there are normal peaks and troughs in the roll-out of large infrastructure projects. The timing of roll-outs is dependent on factors that affect our customers, such as new spectrum allocation, network upgrade cycles, and the availability of new consumer devices. Our net sales are affected by the cycle stages of these large projects, and the extent to which they overlap. Overall, profitability can be affected by the sales impact as well as the requirement to source large volumes of components at short notice, which can impact the cost of sales. Continued efficiency improvements Efficiency improvements are expected to continue in 2014 as we continue to realize some of the benefits from the restructuring program announced in 2011. We also plan further efficiency gains from increased automation in Global Service delivery and other areas, as well as continued improvements in research and development efficiency. Cost of components and raw materials There are several factors that drive our profitability. Scale, operational efficiency and cost control have been, and will continue to be, important factors affecting profitability and competitiveness. Our product costs are comprised of the cost of components, manufacturing, labor and overheads, royalties and license fees, depreciation of product machinery, logistics costs, and warranty and other quality costs. Targets and priorities We are putting increased focus on revenue growth and market share gains, while aiming to maintain strong profitability and cash generation. Longer term, we continue to target an operating margin of between 5% and 10%, before specific items. We expect our operating margin for the full year 2014 to be towards the higher end of our targeted long-term operating margin range of 5% to 10%, before specific items. In addition, we expect our net sales to grow on a year-on-year basis in the second half of 2014. This outlook is based on our expectations regarding a number of factors, including: –Competitive industry dynamics; –Product and regional mix; –The timing of major new network deployments; and –Expected continued improvement under our transformation programs. Nokia Solutions and Networks Operating and Financial Review Certain other factors Exchange rates Our business and results of operations are from time to time affected by changes in exchange rates, particularly between the euro, our reporting currency, and other currencies such as the U.S. dollar and the Japanese yen. Foreign currency denominated assets and liabilities, together with highly probable purchase and sale commitments, give rise to foreign exchange exposure. To mitigate the impact of changes in exchange rates on our results, we hedge material transaction exposures, unless hedging would be uneconomical due to market liquidity and/or hedging cost. We hedge significant forecasted cash flows typically with an approximately 12-month hedging horizon. For the majority of these hedges, hedge accounting is applied to reduce income statement volatility. We also hedge significant balance sheet exposures. Our balance sheet is also affected by the translation into euro for financial reporting purposes of the shareholders’ equity of our foreign subsidiaries that are denominated in currencies other than the euro. In general, this translation increases our shareholders’ equity when the euro depreciates, and affects shareholders’ equity adversely when the euro appreciates against the relevant other currencies (year-end rate to previous year-end rate). In 2013, the Japanese yen depreciated by 26.8% against the euro. During that year, approximately 12% of our net sales were generated in Japanese yen. The depreciation of the Japanese yen also contributed to lower cost of sales and operating expenses, as approximately 7% of our cost base was in Japanese yen. In total, before hedging, the depreciation of the Japanese yen had a negative impact on our operating profit in 2013. Business review The magnitude of foreign exchange exposures changes over time as a function of our presence in different markets and the prevalent currencies used for transactions in those markets. The majority of our non-euro based sales are denominated in U.S. dollars, but our strong presence in emerging markets like China and India also gives rise to foreign exchange exposure in several emerging market currencies. The majority of our non-euro based purchases are denominated in U.S. dollars. In general, depreciation of another currency relative to the euro has an adverse effect on our sales and operating profit, while appreciation of another currency relative to the euro has a positive effect. In addition to foreign exchange risk of our own sales and costs, our overall risk depends on the competitive environment in our industry and the foreign exchange exposures of our competitors. During 2013, the U.S. dollar depreciated against the euro by 7.1%. The weaker U.S. dollar in 2013 had a negative impact on our net sales expressed in euro, as approximately 32% of our net sales are generated in U.S. dollars and currencies closely following the U.S. dollar. The depreciation of the U.S. dollar also contributed to lower cost of sales and operating expenses, as approximately 26% of our cost base was in U.S. dollars and currencies closely following the U.S. dollar. In total, before hedging, the movement of the U.S. dollar against the euro had a negative effect on our operating profit in 2013. The majority of the impact of the U.S. dollar and the Japanese yen depreciation against the euro on our operating result was, however, mitigated through hedging. Significant changes in exchange rates may also impact our competitive position and related price pressures through their impact on our competitors. Foreign exchange risk is described further in Note 35, Financial and capital risk management, of the consolidated financial statements. Seasonality Our sales are affected by seasonality in the network operators’ planning, budgeting and spending cycles, with generally higher sales in the fourth quarter compared to the first quarter of the following year. In 2013, the overall volatility of the global currency markets has remained broadly around the same level as in 2012. Out of our significant non-euro transaction currencies, however, the Japanese yen depreciated significantly during 2013 compared to the rate at the end of 2012. Overall, hedging costs remained relatively low in 2013 due to the low interest rate environment globally. Annual Report 2013 27 28 Operating and Financial Review Key financials The following table sets forth the summary financial information for each of the years ended December 31, 2013, 2012 and 2011 from continuing operations. This data has been derived from our consolidated financial statements, which are included in this Annual Report. From continuing operations EURm, except percentage data Net sales Gross profit Gross profit before specific items Gross margin before specific items Operating expenses Operating expenses before specific items Operating profit/(loss) (EBIT) Operating profit/(loss) (EBIT) margin EBIT before specific items EBIT before specific items margin Profit/(loss) for the period Depreciation and amortization (excluding PPA) EBITDA before specific items EBITDA before specific items margin 2013 2012 11 172 3 925 4 095 36.7% (3 374) (2 990) 551 4.9% 1 105 9.9% 148 208 1 313 11.8% 13 372 3 455 4 108 30.7% (4 192) (3 282) (737) (5.5)% 826 6.2% (1 378) 272 1 098 8.2% YoY movement 2011 (16.5)% 13.6% (0.3)% 6.0pp (19.5)% (8.9)% 174.8% 10.4pp 33.8% 3.7pp 110.7% (23.5)% 19.6% 3.6pp 13 645 3 708 3 759 27.5% (3 914) (3 421) (206) (1.5)% 338 2.5% (609) 305 643 4.7% YoY movement (2.0)% (6.8)% 9.3% 3.2pp 7.1% (4.1)% 257.8% (4.0)pp 144.4% 3.7pp 126.3% (10.8)% 70.8% 3.5pp The before specific items financial measures exclude specific items for all periods: restructuring charges, country/contract exits charges, merger related charges, purchase price accounting related charges and other one-time charges. Refer to Note 2, Specific items, of the consolidated financial statements. References to EBITDA are to profit/(loss) for the period from continuing operations, before income tax expense, financial income and expenses, depreciation, amortization and share of results of associates. Accordingly, EBITDA can be extracted from the consolidated financial statements by taking profit/(loss) for the period and adding back income tax expense, financial income and expenses, depreciation, amortization and share of results of associates. We are not presenting EBITDA or EBITDA-based measures as measures of our results of operations. EBITDA and EBITDA-based measures have important limitations as an analytical tool, and they should not be considered in isolation or as substitutes for analysis of our results of operations. Percentage point changes are denoted by ‘pp’ in the above table. The 2012 and 2011 financial information reflect the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Nokia Solutions and Networks Operating and Financial Review The following table sets forth the summary unaudited, condensed, consolidated quarterly financial information for each of the quarters in the years ended December 31, 2012 and 2013 from continuing operations. This information has been derived from our unaudited quarterly financial information, which is not included in this Annual Report, and should be read in conjunction with our consolidated financial statements and the related notes. From continuing operations EURm, except percentage data June 30, 2012 Sept 30, 2012 Dec 31, 2012 March 31, 2013 June 30, 2013 Sept 30, 2013 Dec 31, 2013 2 862 414 762 26.6% (1 403) (888) (989) (34.6)% (126) (4.4)% (1 284) 3 233 780 848 26.2% (1 005) (820) (225) (7.0)% 28 0.9% (260) 3 408 1 064 1 105 32.4% (843) (762) 221 6.5% 343 10.1% 73 3 869 1 197 1 393 36.0% (941) (812) 256 6.6% 581 15.0% 93 2 717 899 919 33.8% (889) (717) 10 0.4% 202 7.4% (136) 2 758 956 1 059 38.4% (820) (722) 136 4.9% 337 12.2% 15 2 591 935 949 36.6% (769) (732) 166 6.4% 217 8.4% 97 3 106 1 135 1 168 37.6% (896) (819) 239 7.7% 349 11.2% 172 76 (50) (1.7)% 68 96 3.0% 67 410 12.0% 61 642 16.6% 58 260 9.6% 55 392 14.2% 49 266 10.3% 46 395 12.7% Business review Net sales Gross profit Gross profit before specific items Gross margin before specific items Operating expenses Operating expenses before specific items Operating (loss)/profit (EBIT) Operating (loss)/profit (EBIT) margin EBIT before specific items EBIT before specific items margin (Loss)/profit for the period Depreciation and amortization (excluding PPA) EBITDA before specific items EBITDA before specific items margin For the three-month period ended (unaudited) March 31, 2012 The before specific items financial measures exclude specific items for all periods: restructuring charges, country/contract exits charges, merger related charges, purchase price accounting related charges and other one-time charges. Refer to Note 2, Specific items, of the consolidated financial statements. References to EBITDA are to profit/(loss) for the period from continuing operations, before income tax expense, financial income and expenses, depreciation, amortization and share of results of associates. Accordingly, EBITDA can be extracted from the consolidated financial statements by taking profit/(loss) for the period and adding back income tax expense, financial income and expenses, depreciation, amortization and share of results of associates. We are not presenting EBITDA or EBITDA-based measures as measures of our results of operations. EBITDA and EBITDA-based measures have important limitations as an analytical tool, and they should not be considered in isolation or as substitutes for analysis of our results of operations. The 2012 financial information reflects the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Annual Report 2013 29 30 Operating and Financial Review Results of operations Year ended December 31, 2013 compared to year ended December 31, 2012 The following table sets forth selective line items from our consolidated income statement and the percentage of net sales that they represent for the years ended December 31, 2013 and 2012. 2013 Income statement information: EURm, except percentage data Before specific items Specific items Net sales Cost of sales 11 172 (7 077) – (170) 4 095 Gross profit Research and development expenses Selling and marketing expenses Administrative and general expenses Other income Other expenses Operating profit/(loss) Share of results of associates Financial income Financial expenses Other financial results 2012 Percentage of net sales Before specific items Specific items 11 172 (7 247) 100.0% 64.9% 13 372 (9 264) – (653) 13 372 (9 917) 100.0% 74.2% (16.5)% (26.9)% (170) 3 925 35.1% 4 108 (653) 3 455 25.8% 13.6% (1 770) (47) (1 817) 16.3% (1 908) (208) (2 116) 15.8% (14.1)% (728) (108) (836) 7.5% (885) (382) (1 267) 9.5% (34.0)% (480) 113 (125) (134) 6 (101) (614) 119 (226) 5.5% 1.1% 2.0% (449) 105 (145) (242) – (78) (691) 105 (223) 5.2% 0.8% 1.7% (11.1)% 13.3% 1.3% 1 105 (554) 551 8 20 (104) (59) 4.9% 826 (1 563) (737) 8 15 (123) (199) 5.5% 174.8% Total Total Profit/(loss) before tax Income tax expense 416 (268) (1 036) (342) Profit/(loss) for the period from continuing operations 148 (1 378) (133) (63) 15 (1 441) Percentage of net sales (%) change Discontinued operations Loss for the year from discontinued operations Profit/(loss) for the year For an analysis of specific items, refer to Note 2, Specific items, of the consolidated financial statements. The 2012 financial information reflects the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Nokia Solutions and Networks Operating and Financial Review Selected segment data The following tables set forth our selected segment data and net sales by geographic area based on customer location for the years ended December 31, 2013 and 2012. From continuing operations EURm, except percentage data Mobile Broadband Global Services All other segments Total segments Other Total 5 347 420 7.9% 5 753 693 12.0% 55 (24) (43.6)% 11 155 1 089 17 16 11 172 1 105 9.9% 2012 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items 6 043 490 8.1% 6 929 334 4.8% 365 (33) (9.0)% 13 337 791 35 35 13 372 826 6.2% Business review 2013 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items For an analysis of specific items, refer to Note 2, Specific items, of the consolidated financial statements. The 2012 financial information reflects the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Net sales from continuing operations EURm 2013 2012 Greater China Japan India Asia Pacific Middle East Africa 1 191 1 387 641 1 235 644 451 1 276 2 175 734 1 274 682 554 (6.7)% (36.2)% (12.7)% (3.1)% (5.6)% (18.6)% Asia, Middle East and Africa 5 549 6 695 (17.1)% East Europe West Europe South East Europe Latin America 491 1 639 938 1 249 498 2 093 1 200 1 658 (1.4)% (21.7)% (21.8)% (24.7)% Europe and Latin America 4 317 5 449 (20.8)% North America 1 306 1 228 6.4% 11 172 13 372 (16.5)% Total (%) change As of the first quarter of 2013, our Customer Operations team is organized into the three geographical markets demonstrated in the table: Asia, Middle East and Africa markets covering Greater China, Asia-Pacific, India, Japan, the Middle East and Africa regions; Europe and Latin America markets covering East Europe, West Europe, South East Europe and Latin America; and North America markets covering both the United States and Canada. Net sales Our net sales decreased 16% to EUR 11 172 million in 2013, compared to EUR 13 372 million in 2012. The year-on-year decline in our net sales was primarily due to reduced wireless infrastructure deployment activity affecting both Mobile Broadband and Global Services, as well as the divestments of businesses not consistent with our strategic focus, negative foreign exchange impacts, and the exiting of certain customer contracts and countries. Annual Report 2013 Mobile Broadband net sales declined 12% to EUR 5 347 million in 2013, compared to EUR 6 043 million in 2012, as declines in WCDMA, CDMA and GSM were partially offset by growth in both FD-LTE and TD-LTE, reflecting the industry shift to 4G technology. Core network sales declined as a result of the customer focus on radio technologies. 31 32 Operating and Financial Review Global Services net sales declined 17% to EUR 5 753 million in 2013, compared to EUR 6 929 million in 2012 primarily due to the exiting of certain customer contracts and countries as part of our strategy to focus on more profitable business, as well as a year-on-year decline in network roll-outs in Japan and Europe. Gross margin Our gross margin was 35.1% in 2013, compared to 25.8% in 2012, driven by improved efficiency in Global Services, an improved product mix with a greater share of higher margin products, and the divestment of less profitable businesses. In Mobile Broadband, gross margin improved in 2013 driven by an increased software share in the product mix, offset by costs incurred in anticipation of a technology shift to TD-LTE. In Global Services, gross margin improved significantly in 2013 due to the increase in efficiencies as part of our restructuring program and the exit of certain customer contracts and countries as part of our strategy to focus on more profitable business. Operating expenses Our research and development expenses decreased 14% year-onyear in 2013 to EUR 1 817 million from EUR 2 116 million in 2012, primarily due to business divestments and reduced investment in business activities not in line with our focused strategy as well as increased research and development efficiency, partially offset by higher investments in business activities in line with our focused strategy, most notably LTE. Our sales and marketing expenses decreased 34% year-on-year in 2013 to EUR 836 million from EUR 1 267 million in 2012, primarily due to structural cost savings from our transformation and restructuring program. Our administrative and general expenses decreased 11% year-onyear in 2013 to EUR 614 million from EUR 691 million in 2012, primarily due to lower restructuring charges as well as structural cost savings from our transformation and restructuring program, partially offset by consultancy fees related to finance and information technology related projects. Our other income and expenses decreased in 2013 to an expense of EUR 107 million from an expense of EUR 118 million in 2012. Operating margin Our operating profit in 2013 was EUR 551 million, compared with an operating loss of EUR 737 million in 2012. Our operating margin in 2013 was 4.9%, compared with a negative 5.5% in 2012. The increase in operating profit was primarily a result of an increase in the operating margin of Global Services and a reduction in costs associated with our transformation, consisting mainly of restructuring charges. We recognized specific items of EUR 554 million and EUR 1 563 million in 2013 and 2012 respectively, comprised of restructuring charges, country/contract exit charges, purchase price accounting (‘PPA’) related charges, and other one-time charges. The purchase price accounting related items arising from our formation were fully amortized at the end of the first quarter of 2013. The operating profit of Mobile Broadband declined from EUR 490 million in 2012 to EUR 420 million in 2013, primarily as a result of lower net sales, which was partially offset by an improved gross margin and a reduction in operating expenses. The operating profit of Global Services increased from EUR 334 million in 2012 to EUR 693 million in 2013, as the increase in gross margin more than compensated for the decline in net sales. The operating profit in 2013 was further supported by a reduction in operating expenses. Financial income and expenses In 2013, we incurred a net expense in financial income and expenses of EUR 143 million compared to a net expense of EUR 307 million in 2012. Our financial income and expenses consisted of financial expenses of EUR 104 million (EUR 123 million in 2012), primarily relating to interest expense on interest-bearing liabilities, and financial income of EUR 20 million (EUR 15 million in 2012), primarily relating to interest income on available-for-sale financial instruments. Our other financial results consisted primarily of net foreign exchange losses of EUR 59 million (losses of EUR 199 million in 2012). The decrease in net foreign exchange losses compared to 2012 was mainly due to reduced negative impact from currencies that could not be hedged. Income tax expense We incurred an income tax expense of EUR 268 million in the year ended December 31, 2013, compared to EUR 342 million in the year ended December 31, 2012. The income tax expense in 2012 was higher than 2013 mainly due to a write-off of German deferred tax assets in 2012. Our effective tax rate varies significantly due to the non-recognition of the Finnish deferred tax assets as well as payments of foreign withholding taxes in certain overseas jurisdictions, for which no benefit is recorded, and the mix of profitability in our subsidiaries. We periodically assess our unrecognized deferred tax assets. At December 31, 2013, we had a total of approximately EUR 1.5 billion unrecognized net deferred tax assets, of which approximately EUR 1.3 billion relate to Finland (calculated at 20% tax rate) and have not been recognized in the consolidated financial statements due to our history of losses in Finland. The Finnish corporate tax rate was reduced from 24.5% to 20% from January 1, 2014, which has correspondingly reduced the amount of unrecognized net deferred tax assets. Nokia Solutions and Networks Operating and Financial Review A significant portion of our Finnish deferred tax assets are indefinite in nature and available against future Finnish taxable income. We will continue to closely monitor the realizability of these deferred tax assets, including assessing future financial performance in Finland. Should the recent improvements in our financial results be sustained, we may recognize all or part of the unrecognized deferred tax asset in the future. Net profit Including the restructuring and other one-time charges recorded in 2013, we reported net profit of EUR 15 million compared to a net loss of EUR 1 441 million in 2012. In 2013, we incurred a loss of EUR 133 million in connection with the divestment of our Optical Networks Business which has been reported as discontinued operations since December 2012. We reported a net profit of EUR 148 million for continuing operations compared to a net loss of EUR 1 378 million in 2012. Our result in 2013 has improved significantly compared to 2012 primarily due to lower restructuring related charges and improved profitability. From continuing operations Income statement information: 2012 2011 EURm, except percentage data Before specific items Specific items Net sales Cost of sales 13 372 (9 264) – (653) 13 372 (9 917) 4 108 (653) (1 908) Gross profit Research and development expenses Selling and marketing expenses Administrative and general expenses Other income Other expenses Operating profit/(loss) Share of results of associates Financial income Financial expenses Other financial results Business review Year ended December 31, 2012 compared to year ended December 31, 2011 The following table sets forth selective line items from our consolidated income statement and the percentage of net sales that they represent for the years ended December 31, 2012 and 2011. Before specific items Specific items 100.0% 74.2% 13 645 (9 886) – (51) 13 645 (9 937) 100.0% 72.8% (2.0)% (0.2)% 3 455 25.8% 3 759 (51) 3 708 27.2% (6.8)% (208) (2 116) 15.8% (1 968) (107) (2 075) 15.2% 2.0% (885) (382) (1 267) 9.5% (990) (330) (1 320) 9.7% (4.0)% (449) 105 (145) (242) – (78) (691) 105 (223) 5.2% 0.8% 1.7% (495) 92 (60) (37) – (19) (532) 92 (79) 3.9% 0.7% 0.6% 29.9% 14.1% 182.3% 826 (1 563) (737) 8 15 (123) (199) 5.5% 338 (544) (206) (17) 15 (108) (58) 1.5% 257.8% Total Percentage of net sales Total Loss before tax Income tax expense (1 036) (342) (374) (235) Loss for the period from continuing operations (1 378) (609) (63) (87) (1 441) (696) Percentage of net sales (%) change Discontinued operations Loss for the year from discontinued operations Loss for the year For an analysis of specific items, refer to Note 2, Specific items, of the consolidated financial statements. The 2012 and 2011 financial information reflect the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Annual Report 2013 33 34 Operating and Financial Review Selected segment data The following tables set forth our selected segment data and net sales by geographic area based on customer location for the years ended December 31, 2012 and 2011. EURm, except percentage data Mobile Broadband Global Services All other segments Total segments Other Total 2012 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items 6 043 490 8.1% 6 929 334 4.8% 365 (33) (9.0)% 13 337 791 35 35 13 372 826 6.2% 2011 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items 6 335 216 3.4% 6 737 230 3.4% 573 (108) (18.8)% 13 645 338 – – 13 645 338 2.5% All other segments represent the aggregated results of several businesses that were divested or that were planned to be divested during 2012, with such divestment expected to be completed during the first half of 2013. For an analysis of specific items, refer to Note 2, Specific items, of the consolidated financial statements. The 2012 and 2011 financial information reflect the retrospective application of IAS 19R, Employee Benefits. For more information on the adjustments, refer to Note 8, Pensions, in the consolidated financial statements. Net sales from continuing operations EURm 2012 2011 Greater China Japan India Asia Pacific Middle East Africa 1 276 2 175 734 1 274 682 554 1 457 1 534 911 1 176 816 579 (12.4)% 41.8% (19.4)% 8.3% (16.4)% (4.3)% Asia, Middle East and Africa 6 695 6 473 3.4% East Europe West Europe South East Europe Latin America 498 2 093 1 200 1 658 557 2 379 1 460 1 758 (10.6)% (12.0)% (17.8)% (5.7)% Europe and Latin America 5 449 6 154 (11.5)% 1 228 1 018 20.6% 13 372 13 645 (2.0)% North America Total Net sales Year-on-year, our net sales decreased by 2.0% to EUR 13 372 million in 2012 compared to EUR 13 645 million in 2011. The decrease in our net sales was primarily due to modifying our structure to align with our strategy to focus on mobile broadband as we streamlined our portfolios, divested non-core businesses and exited from lossgenerating and poorly performing contracts and countries. The decrease in net sales due to the modification of our structure was partially offset by higher sales of infrastructure equipment and slightly higher sales of services in the second half of 2012. (%) change Of total net sales, Mobile Broadband contributed EUR 6 043 million in 2012 (EUR 6 335 million in 2011) and Global Services contributed EUR 6 929 million in 2012 (EUR 6 737 million in 2011). Net sales in Japan accounted for our largest concentration of net sales in 2012, representing 16.3% of net sales (11.2% in 2011). Other regions contributing significant percentages of net sales in 2012 include West Europe, representing 15.7% of net sales (17.4% in 2011), and Latin America representing 12.4% of net sales (12.9% in 2011). Nokia Solutions and Networks Operating and Financial Review Gross margin Our gross profit decreased to EUR 3 455 million in 2012, compared with EUR 3 708 million in 2011, with a gross margin of 25.8% (27.2% in 2011). The decrease in gross margin was primarily attributable to specific items recorded in cost of sales which increased to EUR 653 million in 2012 (EUR 51 million in 2011), due to the recording of personnel restructuring costs in connection with our restructuring program and additional costs incurred during the period as we realigned our customer contract and geographic market portfolio to terminate certain loss-generating and poorly performing contracts and to withdraw from certain countries in line with the transformation and restructuring program. Our gross profit before specific items increased to EUR 4 108 million in 2012, compared with EUR 3 759 million in 2011, with a gross margin before specific items of 30.7% (27.5% in 2011), as a result of our strategy to focus on mobile broadband and products and services with higher margins and to exit less profitable contracts and countries, as well as, in the second half of the year, due to the sale of an unusually large proportion of higher margin products and software in our priority markets. Operating expenses Research and development expenses were EUR 2 116 million in 2012, compared with EUR 2 075 million in 2011. In 2012, research and development expenses included specific items relating to restructuring and other related charges of EUR 170 million (EUR 28 million in 2011) and purchase price accounting related items of EUR 38 million (EUR 79 million in 2011). In 2012, the restructuring and related charges related to expenses in connection with the reduction in our global workforce. In 2012 and 2011, purchase price accounting charges related to the amortization of finite lived intangible assets (customer relationships, developed technology, and licenses to use tradenames and trademarks) recognized in the purchase price allocation stemming from the Group’s formation and the subsequent acquisition of the Acquired Motorola Assets. Research and development expenses before specific items decreased in 2012 to EUR 1 908 million and 14.3% of net sales Annual Report 2013 compared to EUR 1 968 million and 14.4% of net sales in 2011 due to the divestment of our non-core assets and the elimination of related research and development expenses and our cost control initiatives relating to the transformation and restructuring program that was implemented in 2012 whereby we decreased investment in previous generation radio technologies and non-core portfolio areas. Selling and marketing expenses decreased by 4.0% to EUR 1 267 million, in 2012, compared with EUR 1 320 million in 2011. In 2012, selling and marketing expenses included specific items relating to restructuring and other charges of EUR 116 million (EUR 22 million in 2011) and purchase price accounting related items of EUR 266 million (EUR 308 million in 2011). In 2012, restructuring and related charges were largely driven by expenses in connection with the reduction in our global workforce. In both 2012 and 2011, purchase price accounting charges related to the amortization of finite lived intangible assets (customer relationships, developed technology, and licenses to use trade names and trademarks) recognized in the purchase price allocation stemming from the Group’s formation and the subsequent acquisition of the Acquired Motorola Assets. Selling and marketing expenses before specific items were EUR 885 million in 2012 compared to EUR 990 million in 2011, representing 6.6% and 7.3% of net sales, respectively. This decrease in selling and marketing expenses was primarily related to our implementation of measures to reduce discretionary expenditure, as well as overall lower selling and marketing activities due to the impact of the transformation and restructuring program implemented in 2012. Business review Net sales in 2012 were driven primarily by strength in our Asia, Middle East and Africa regions, most notably Japan, which saw an increase in net sales of 41.8% due to strong growth in sales of both infrastructure equipment and services as a result of the 4G (LTE) roll-outs by mobile operators in Japan, which represented a combination of organic growth and the impact of the Acquired Motorola Assets. These positive developments were partially offset by decreases in net sales in India and Greater China as a result of reduced operator spending. Our net sales in our North America region also increased 20.6% to EUR 1 228 million, largely driven by the 4G (LTE) network roll-out with our customer T-Mobile USA. Overall growth in net sales in these regions was offset by lower sales in our Europe and Latin America region, which overall decreased by 11.5% in 2012 compared to 2011, due to a total decline in net sales in Europe of 13.8%, principally as a result of lower sales in services and infrastructure equipment. Administrative and general expenses were EUR 691 million in 2012, compared with EUR 532 million in the same period of 2011. In 2012, administrative and general expenses included restructuring charges and other one-time charges of EUR 242 million (EUR 36 million in the same period of 2011) and purchase price accounting related items of EUR 0 million (EUR 1 million in the same period in 2011). In 2012, the restructuring and related charges related to expenses in connection with the reduction in our global workforce, exiting certain underperforming customer contracts and the withdrawal and closure of real estate sites as well as other charges consisting of consultancy fees in connection with the restructuring program. Administrative and general expenses before specific items decreased slightly in 2012 to EUR 449 million and 3.4% of net sales compared to EUR 495 million and 3.6% of net sales in 2011. This decrease in administrative and general expenses was primarily due to the restructuring efforts undertaken in connection with the transformation and restructuring program implemented in 2012. 35 36 Operating and Financial Review Operating margin We had an operating loss of EUR 737 million in 2012, compared with an operating loss of EUR 206 million in 2011, resulting in an operating margin of negative 5.5% and negative 1.5% in 2012 and 2011, respectively. Before specific items, we had an operating profit of EUR 826 million in 2012 compared to an operating profit of EUR 338 million in 2011. This increase in operating profit before specific items, year-on-year, was primarily attributable to our change in strategy and increased sales of higher margin products, and to the reductions in expenses in connection with our cost control initiatives relating to the restructuring and transformation program implemented in 2012, as described above. Financial income and expenses We incurred a net expense in financial income and expenses of EUR 307 million in 2012, compared with a net expense of EUR 151 million in 2011. In the year ended December 31, 2012, our financial income and expenses consisted of financial income of EUR 15 million offset by financial expenses of EUR 123 million, primarily relating to interest expense on loans and credit facilities, and net foreign exchange losses of EUR 199 million. In the year ended December 31, 2011, our financial income and expenses consisted of financial income of EUR 15 million, offset by financial expenses of EUR 108 million, primarily relating to interest expense on loans and credit facilities, and net foreign exchange losses of EUR 58 million. The increase in net foreign exchange losses of EUR 141 million was primarily due to currency exposures that could not be hedged. Income tax expense We had an income tax expense of EUR 342 million in 2012, compared with an income tax expense of EUR 235 million in 2011. Despite incurring losses before tax of EUR 1 036 million in 2012 and EUR 374 million in 2011, we recorded an expense during 2012 and 2011 primarily due to the increase in valuation allowance on deferred tax assets of EUR 640 million and EUR 265 million, respectively, related to Finnish and German tax losses and temporary differences in 2012 and Finnish tax losses and temporary differences in 2011 for which we were unable to recognize deferred tax benefits. Our effective income tax expense was also affected by the various tax laws in effect in the different jurisdictions in which we earn revenue. The increase in income tax expense also reflects changes in profit mix between jurisdictions from year to year. Transformation and restructuring program Restructuring related charges and cash flows In November 2011, we announced our strategy to focus on mobile broadband and services. We also announced an extensive global restructuring program, targeting the reduction of our annualized operating expenses and production overheads, excluding specific items, by EUR 1 billion by the end of 2013, compared to the end of 2011. In January 2013, this target was raised to EUR 1.5 billion, and in July 2013 this target was further raised to ‘more than EUR 1.5 billion’. While these savings were expected to come largely from organizational streamlining, the program also targeted areas such as real estate, information technology, product and service procurement costs, overall general and administrative expenses, and a significant reduction of suppliers in order to further lower costs and improve quality. We achieved a reduction in our annualized operating expenses and production overheads, excluding specific items, of more than EUR 1.5 billion at the end of 2013, compared to the end of 2011. At December 31, 2013, restructuring related charges amounted to approximately EUR 550 million and the related cash outflows were approximately EUR 600 million. At December 31, 2013, since the commencement of the global restructuring program, cumulative restructuring charges amounted to approximately EUR 1 850 million, and cumulative related cash outflows amounted to approximately EUR 1 250 million. We estimate total restructuring related charges and cash outflows of approximately EUR 1.95 billion and EUR 1.70 billion, respectively, by the end of 2014. This is an update to the earlier estimate of approximately EUR 1.8 billion for restructuring related charges and approximately EUR 1.6 billion for restructuring related cash outflows. Non-cash charges and timing differences account for the differences between the above charges and the corresponding cash outflows. Changes in estimates of timing or amounts of costs to be incurred and associated cash flows may become necessary as the transformation and restructuring program is being completed. At the end of 2013, we had 48 628 employees, a reduction from 58 411 employees compared to the end of 2012, and 73 686 employees compared to the end of 2011. Disposals treated as discontinued operations On December 1, 2012, we reached a formal agreement with Marlin Equity Partners for the sale of our Optical Networks Business comprising the complete Optical Networks product portfolio, services offering and existing customer contracts (together, the ‘Optical Networks Business’). The transaction closed on May 6, 2013 and a loss on disposal of EUR 115 million was recognized following derecognition of the assets and liabilities transferred of EUR 75 million and payment of EUR 40 million cash to Marlin Equity Partners. Nokia Solutions and Networks Operating and Financial Review In accordance with IFRS, we have presented the Optical Networks Business as discontinued operations in the consolidated financial statements for the years ended December 31, 2013 and 2012, and have re-presented the comparative results for the year ended December 31, 2011 (refer to Note 12, Acquisitions and disposals, of the consolidated financial statements). For the year ended December 31, 2013 the Optical Networks Business generated net sales of EUR 110 million (EUR 407 million in 2012 and EUR 396 million in 2011) and incurred a net loss of EUR 133 million (losses of EUR 63 million in 2012 and EUR 87 million in 2011). Certain of our subsidiaries operate in jurisdictions highly regulated by local central banks or international regulations, such as Iran, Pakistan, Venezuela and Uzbekistan. In these countries, the ability of our subsidiaries to transfer funds to their parent companies or our Group treasury in the form of cash dividends, loans or advances is very limited. We estimate that the funds retained in these countries for relatively long periods of time have fluctuated between EUR 50 million and EUR 150 million in the periods under review. We believe that these limitations have not had and are not expected to have a material impact on our ability to meet our cash obligations. Business review Disposals not treated as discontinued operations On December 5, 2012, we entered into an agreement for the sale of our Business Support Systems business to Redknee Solutions Inc. The transaction closed on March 29, 2013. The transaction comprised the core Business Support Systems assets and operations. Assets, amounting to EUR 26 million, and liabilities, amounting to EUR 17 million, were disposed of at the date of closing. Consideration received on the disposal amounted to EUR 10 million in cash. The loss on disposal was EUR 1 million, after the deduction of EUR 2 million of other contractual net expenses. The Business Support Systems business is reported in ‘All other segments’ in our segment information. Additionally, we incurred charges of EUR 41 million in 2013 in connection with settlements and other expenses arising from the disposals of the WiMax, microwave transport and fixed line broadband access businesses, effected in 2012. Liquidity and capital resources Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service obligations, other commitments, and contractual obligations. Our primary sources of liquidity are provided by our cash from operations, long- and short-term financing arrangements, and historical shareholder support. Our liquidity requirements arise primarily to fund our future working capital needs, capital expenditures, research and development expenditures, and to meet our debt service obligations. When we dispose of businesses, gains and losses recorded at the date of disposal may change depending on the outcome of post closing settlement negotiations. Financial position Non-current assets decreased from EUR 1.7 billion at December 31, 2012 to EUR 1.5 billion at December 31, 2013. The decrease primarily resulted from depreciation and amortization charges, partially offset by purchases of plant, property and equipment. Current assets decreased from EUR 8.6 billion at December 31, 2012 to EUR 7.3 billion at December 31, 2013 due to a reduction in accounts receivable and inventories. The reduction in accounts receivable was due to lower business volumes in 2013 as well as cash collection. The reduction in inventories was the result of effective inventory management during the year. Additionally, we have ongoing sale of receivables arrangements. These are also reflected in the cash position. Non-current liabilities decreased from EUR 1.4 billion at December 31, 2012 to EUR 1.3 billion at December 31, 2013. Current liabilities decreased from EUR 6.6 billion at December 31, 2012 to EUR 5.2 billion at December 31, 2013 mainly due to reductions in accrued expenses and accounts payable, due to lower business volumes in 2013. Annual Report 2013 37 38 Operating and Financial Review Cash flows The following table sets forth information regarding our cash flows from continuing and discontinued operations for the years presented: EURm 2013 2012 2011 Statement of cash flows information: Net cash from operating activities1 Net cash used in investing activities Net cash (used in)/from financing activities Net increase in cash and cash equivalents Free cash flow2 Capital expenditures3 (Increase)/decrease in net working capital1 765 (182) (134) 351 582 (164) (282) 1 628 (261) (520) 805 1 357 (216) 984 323 (989) 1 155 415 (668) (303) 15 Total cash and other liquid assets4 2 769 2 420 1 626 Net cash and other liquid assets 1 678 1 277 21 The 2012 and 2011 financial information reflect the retrospective application of IAS 19R, Employee Benefits. Free cash flow represents the sum of net cash from operating activities and net cash used in investing activities less proceeds from/purchases of current available-for-sale investments, liquid assets. The proceeds from/purchases of current available-for-sale investments, liquid assets are presented in the consolidated statement of cash flows. This component has been included in our definition of free cash flow in 2013 and the 2012 and 2011 comparatives have been updated accordingly. 3 Capital expenditures represent purchases of property, plant and equipment and intangible assets. 4 Includes EUR 76 million (EUR 2 million in 2012 and EUR 0 million in 2011) cash held temporarily due to the divested businesses where the Group continues to perform services within a contractually defined scope for a specified timeframe. The amount also includes EUR 7 million (EUR 8 million in 2012 and EUR 21 million in 2011) related to the sale of receivable arrangements in China. 1 2 Year ended December 31, 2013 In 2013, we generated free cash flow of EUR 582 million, which included approximately EUR 600 million of restructuring related outflows. Our net cash from operating activities was EUR 765 million for the year ended December 31, 2013. Our net working capital increased by EUR 282 million. This resulted from a decrease in liabilities of EUR 1 447 million including reductions in accrued expenses and accounts payable. The decrease in liabilities was partially offset by decreases in receivables and inventories. The reduction in accounts receivable which resulted in cash inflows of EUR 1 044 million was due to lower business volumes in 2013 as well as cash collection. Additionally, we had ongoing sales of receivables arrangements. The reduction in inventories during the year provided cash inflows of EUR 121 million and was the result of effective inventory management during the year. Our net cash used in investing activities was EUR 182 million for the year ended December 31, 2013. This was primarily attributable to cash used for capital expenditures of EUR 164 million and payments in connection with the disposal of businesses and Group companies of EUR 63 million during the period. We received cash inflows of EUR 47 million primarily from the sale of property, plant and equipment. Our net cash used in financing activities was EUR 134 million for the year ended December 31, 2013. In March 2013, we issued EUR 450 million of 6.75% Senior Notes due April 2018 and EUR 350 million of 7.125% Senior Notes due April 2020, both at issue price of 100%. The net proceeds of EUR 779 million from the bond issuance were used primarily to prepay the EUR 600 million forward starting term loan. Year ended December 31, 2012 Our net cash from operating activities was EUR 1 628 million for the year ended December 31, 2012. Although we recorded a loss for the year of EUR 1 441 million, after adjusting for non-cash items, such as depreciation and amortization, which was EUR 587 million, and restructuring and other specific items, which were EUR 1 162 million, we had cash flows from operating activities before changes in working capital of EUR 1 161 million. The change in our net working capital provided cash flows of EUR 984 million, which was a net reduction in working capital for the year. The reduction in net working capital resulted primarily from our management of accounts receivable which provided cash flow of EUR 789 million primarily due to improved cash collections and an increase in sales of receivables during the year which further enhanced our cash collection efforts. A reduction in inventories during the year provided cash inflows of EUR 198 and was the result of effective inventory management during the year. Nokia Solutions and Networks Operating and Financial Review Our net cash used in investing activities was EUR 261 million for the year ended December 31, 2012. This was primarily attributable to cash used for capital expenditures of EUR 216 million and payments in connection with the disposal of businesses and Group companies of EUR 125 million during the period. These cash outflows were partially offset by cash inflows of EUR 64 million primarily in connection with a purchase price adjustment relating to the Motorola Solutions Acquisition, net of acquired cash and proceeds from investments and other miscellaneous cash outflows and inflows. Year ended December 31, 2011 Our net cash from operating activities was EUR 323 million for the year ended December 31, 2011. Although we recorded a loss for the year of EUR 696 million, after adjusting for non-cash items such as depreciation and amortization, which was EUR 711 million, and other non-cash items such as restructuring and other specific items, income taxes and financial income and expenses, which totalled EUR 448 million, we had cash flows from operating activities before changes in working capital of EUR 564 million. The change in our net working capital provided cash flows of EUR 15 million, which was a net reduction in working capital for the year. The reduction in net working capital resulted primarily from our management and sales of accounts receivable, which provided cash flow of EUR 529 million during the year but was offset by the reduction in interest-free liabilities of EUR 470 million, which was primarily attributable to a decrease in accrued expenses relating mainly to a reduction in our deferred revenue balance from the prior year, and an increase in inventories of EUR 44 million. Capital expenditures Cash used for capital expenditures related to the purchases of property, plant and equipment and intangible assets, and primarily of (a) cash used for the maintenance, upkeep and replacement of assets in connection with the production and testing of our products (‘capital expenditure’); (b) cash used for development and testing of new products in order to increase sales and profitability (‘R&D capital expenditure’); (c) cash used in our Global Services business unit (‘Global Services expenditure’); and (d) other capital expenditures for real estate and central functions (‘Other capital expenditure’). Business review Our net cash used in financing activities was EUR 520 million for the year ended December 31, 2012. During the year we repaid EUR 264 million of long-term interest-bearing liabilities, primarily consisting of scheduled repayments of EUR 100 million of our EIB Facility, EUR 44 million scheduled repayments of our Finnish Pension Loan, the voluntary prepayment of EUR 118 million, and termination of our SEB Loan. During 2012, we also repaid EUR 244 million of short-term borrowings, primarily consisting of partial repayment of our Term Loan, refinancing of our South African preference share subscription agreement, and reduction of borrowings under the Commercial Paper Program and local borrowings on committed and uncommitted bases. Our net cash from financing activities was EUR 1 155 million for the year ended December 31, 2011. During 2011, we received proceeds from our shareholders of EUR 1 000 million in relation to issuing cumulative preferred shares, which represented the majority of our financing activities. We also received net proceeds from short-term borrowings of EUR 232 million primarily from the EUR 2 000 million revolving credit facility from 2009. During 2011, we also made repayments of EUR 48 million of long-term interest-bearing liabilities, primarily from the Finnish Pension Loan, and payments of EUR 29 million in dividends to non-controlling interests. Investments in 2011 included the development of a new generation of radio platforms, the Multiradio generation, and associated infrastructure software, which required significant initial investments. In 2012, our focus on Mobile Broadband resulted in increased capital expenditure on new technologies offset by a reduction in investments in non-core areas, thus leading to a reduction in overall capital expenditure. In 2013, this trend continued as we continued to focus on new technologies such as LTE and small cells. For the year ended December 31 EURm 2013 2012 2011 Capital expenditure R&D capital expenditure Global services expenditure Other capital expenditure 14 103 11 36 20 113 21 62 48 138 27 90 Total 164 216 303 Our net cash used in investing activities was EUR 989 million for the year ended December 31, 2011. In connection with the Motorola Solutions Acquisition, we had a cash outflow, net of acquired cash received, of EUR 781 million. In addition, cash used for capital expenditures for the period resulted in a cash outflow of EUR 303 million. These outflows were partially offset by proceeds from short-term and other long-term loan receivables and proceeds from the sale of property, plant and equipment and intangible assets. Annual Report 2013 39 40 Operating and Financial Review Contractual obligations The following table sets forth our material contractual obligations at December 31, 2013: The following table sets forth our total customer financing, outstanding and committed for the years indicated. At December 31 EURm Total Less than 1 year Bond 2018 (EUR 450 million 6.75%)1 Bond 2020 (EUR 350 million 7.125%)1 European Investment Bank Nordic Investment Bank Finnish Pension Loan Firstrand Bank Limited Commercial Paper Program Differences between bond nominal and carrying values Operating leases Purchase commitments2 Other obligations 450 350 50 20 88 35 25 – – 25 16 44 – 25 450 – 25 4 44 35 – – 350 – – – – – (18) 398 756 91 – 112 593 85 (10) 179 163 6 (8) 107 – – 2 245 900 896 449 Total 1-5 years More than 5 years The bonds are listed on the Luxembourg Stock Exchange. Purchase commitments relate to commitments from service agreements, outsourcing arrangements and inventory purchase obligations, primarily for purchases in 2014 through to 2015. 1 2 In addition to the loans and borrowings included in the above table, we have an undrawn EUR 750 million revolving credit facility at December 31, 2013 (refer to Note 28, Loans and borrowings in the consolidated financial statements). Structured finance Structured finance includes customer financing and other third-party financing. Network operators in some markets sometimes require their suppliers, including us, to arrange, facilitate or provide long-term financing as a condition to obstaining infrastructure projects. Credit markets in general have been tight since 2009. Requests for customer financing and especially extended payment terms have remained at a reasonably high level; however, during 2013 the amount of financing provided directly to our customers continued to decrease. We do not currently intend to significantly increase financing directly to our customers, which may have an adverse effect on our ability to compete successfully for their business. Rather, as a strategic market requirement, we plan to continue to arrange and facilitate financing, typically supported by export credit or guarantee agencies, and provide extended payment terms to a number of customers. Extended payment terms may continue to result in a material aggregate amount of trade credits, but the associated risk is mitigated by the fact that the portfolio relates to a variety of customers. EURm 2013 2012 2011 Financing commitments Outstanding long-term loans (net of allowances and write-offs) Current portion of outstanding long-term loans (net of allowances and write-offs) 25 34 86 10 39 60 29 35 54 Total 64 108 200 In 2013, our total customer financing, outstanding and committed, decreased to EUR 64 million from EUR 108 million in 2012 and primarily consisted of outstanding short-term and long-term loans to network operators. In 2012, our total customer financing, outstanding and committed, decreased to EUR 108 million from EUR 200 million in 2011 and primarily consisted of outstanding long-term loans to network operations. We continue to make arrangements with financial institutions and investors to sell the credit risk that we have incurred from the commitments and outstanding loans we have made. Should the demand for customer finance increase in the future, we intend to continue mitigation of our total structured financing exposure, market conditions permitting. In the years ended December 31, 2013, 2012 and 2011, we had no material bad debt allowances or write-offs. We expect our structured financing commitments to be financed mainly through the capital markets as well as through cash flow from operations. The structured financing commitments are available under loan facilities mainly negotiated with mobile operator customers to fund capital expenditure relating to the purchase of our network infrastructure equipment and services. Availability of the amounts is dependent upon the borrowers’ continuing compliance with stated financial and operational covenants and compliance with other administrative terms of the facilities. Contingent obligations and liabilities At December 31, 2013, guarantees provided to certain customers in the form of bank guarantees or corporate guarantees issued by some of our entities were EUR 723 million (EUR 864 million at December 31, 2012), including commercial guarantees of EUR 463 million (EUR 598 million at December 31, 2012). These instruments entitle the customer to claim payment as compensation for non-performance of our obligations under network infrastructure supply agreements. Nokia Solutions and Networks Operating and Financial Review At December 31, 2013, other guarantees on behalf of other companies were EUR 55 million (EUR 11 million at December 31, 2012). These guarantees represented commercial guarantees issued on behalf of third parties. The increase in volume is mainly due to the transfer of guarantees in connection with the disposal of certain businesses where contractual risks and revenues have been transferred, but some of the commercial guarantees have not yet been re-assigned legally. Critical accounting policies and estimates The preparation of financial statements in conformity with IFRS requires the application of judgment by management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Management bases its estimates on historical experience, expected outcomes and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. We will revise material estimates if changes occur in the circumstances on which an estimate was based or as a result of new information or more experience. Actual results may differ from these estimates under different assumptions or conditions. We believe that the estimates, assumptions and judgments involved in the following accounting policies represent the most significant areas of estimation uncertainty and critical judgments that may have an impact on our financial information (refer to Note 1, Accounting principles, of the consolidated financial statements). Revenue recognition The majority of NSN’s (the Group) sales are recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control has ceased, and the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Sales may materially change if management’s assessment of such criteria changes. Annual Report 2013 Business review Off-balance sheet arrangements We have no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The Group enters into transactions involving multiple components consisting of any combination of hardware, services and software. Within multiple element arrangements, separate components are identified and accounted for based on the nature and fair value of those components and considering the economic substance of the entire arrangement. Revenue is allocated to each separately identifiable component based on the relative fair value of each component. The Group determines the fair value of each component by taking into consideration factors such as the price of the component when sold separately and the component cost plus a reasonable margin when price references are not available. This determination of the fair value and allocation thereof to each separately identifiable component of a transaction requires the use of estimates and judgment which may have a significant impact on the timing and amount of revenue recognized for the period. Revenue from contracts involving solutions achieved through the modification of complex telecommunications equipment is recognized on the percentage of completion basis when the outcome of the contract can be estimated reliably. Recognized revenues and profits are subject to revisions during the project in the event that the assumptions regarding the overall project outcome are revised. Current sales and profit estimates for projects may materially change due to the early stage of a long-term project, new technology, changes in the project scope, changes in costs, changes in timing, changes in customers’ plans, the realization of penalties, and other corresponding factors which may have a significant impact on the timing and amount of revenue recognition. The Group’s contract sales recognized under percentage completion accounting were EUR 1 012 million, EUR 3 431 million and EUR 4 769 million in the years ended December 31, 2013, 2012 and 2011, respectively (refer to Note 4, Revenue recognition, of the consolidated financial statements). Pensions The determination of pension obligations and expenses for defined benefit pension plans is dependent on the Group’s selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions include, among others, the discount rate, future mortality rate, the expected long-term rate of return on plan assets and the annual rate of increase in future compensation levels. A portion of plan assets is invested in equity securities, which are subject to equity market volatility. Changes in assumptions and actuarial conditions may materially affect the pension obligation and future expense (refer to Note 8, Pensions, of the consolidated financial statements). 41 42 Operating and Financial Review Income taxes Management judgment is required in determining current tax expense, uncertain tax positions, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. Each reporting period deferred tax assets are assessed for realizability and when circumstances indicate it is no longer probable that deferred tax assets will be utilized, they are adjusted as necessary. At December 31, 2013 the Group had approximately EUR 1.5 billion of net deferred tax assets that have not been recognized in the consolidated financial statements, of which EUR 1.3 billion relate to Finland (calculated at the Finnish corporate tax rate of 20%). A significant portion of the Group’s Finnish deferred tax assets are indefinite in nature and available against future Finnish taxable income. The Group will continue to closely monitor the realizability of these deferred tax assets, including assessing future financial performance in Finland. Liabilities for uncertain tax positions are recorded based on estimates and assumptions when it is more likely than not that certain positions will be challenged and may not be fully sustainable upon review by tax authorities. Furthermore, the Group has ongoing tax investigations in multiple jurisdictions. If the final outcome of these matters differs from the amounts initially recorded, differences may impact the income tax expense in the period in which such determination is made. Refer to Note 14, Income tax expense, and Note 19, Deferred taxes, of the consolidated financial statements. Business combinations The Group applies the acquisition method of accounting to account for acquisitions of separate entities or businesses. The consideration transferred in a business combination is measured as the aggregate of the fair values of the assets transferred, liabilities incurred towards the former owners of the acquired business and equity instruments issued. Identifiable assets acquired and liabilities assumed by the Group are measured separately at their fair values as of the acquisition date. Non-controlling interests in the acquired business are measured separately based on their proportionate share of the identifiable net assets of the acquired business. The excess of the aggregate of the consideration transferred over the acquisition date fair values of the identifiable net assets acquired is recorded as goodwill. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various valuation assumptions requiring management judgment. Actual results may differ from the forecasted amounts and the difference could be material; refer to Note 12, Acquisitions and disposals, of the consolidated financial statements. Assessment of the recoverability of long-lived and intangible assets and goodwill The recoverable amounts (the higher of fair value less costs of disposal and value in use) for long-lived assets, intangible assets and goodwill have been determined based on the expected future cash flows attributable to the asset or cash-generating units, discounted to present value. The key assumptions applied in the determination of the recoverable amount include the discount rate, length of the explicit forecast period and estimated growth rates, profit margins, and the level of operational and capital investment. Amounts estimated could differ materially from what will actually occur in the future. No goodwill impairment losses were recorded in the years ended December 31, 2013, 2012 and 2011; refer to Note 13, Impairment, of the consolidated financial statements. Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market (for example, unlisted equities and embedded derivatives) is determined using various valuation techniques. The Group uses judgment to select an appropriate valuation methodology as well as underlying assumptions based on existing market practices and conditions. Changes in these assumptions may cause the Group to recognize impairments or losses in future periods. Refer to Note 20, Fair value of financial instruments; Note 21, Derivative financial instruments; and Note 35, Financial and capital risk management, of the consolidated financial statements. Customer financing The Group has provided a limited number of customer financing arrangements and agreed extended payment terms with selected customers. Should the actual financial position of the customers or general economic conditions differ from assumptions, the ultimate collectability of such financing and trade credits may be required to be reassessed, which could result in a write-down of these balances and thus negatively impact future profits. The Group endeavors to mitigate this risk through the transfer of its rights to the cash collected from these arrangements to third-party financial institutions on a non-recourse basis in exchange for an upfront cash payment. Allowances for doubtful accounts The Group maintains allowances for doubtful accounts for estimated losses resulting from the subsequent inability of customers to make the required payments. If the financial conditions of customers were to deteriorate, reducing their ability to make payments, additional allowances may be required. Based on these estimates and assumptions the allowance for doubtful accounts is EUR 114 million (EUR 120 million in 2012). Refer to Note 23, Allowances for doubtful accounts, of the consolidated financial statements. Nokia Solutions and Networks Operating and Financial Review Inventory related allowances The Group periodically reviews inventory for excess amounts, obsolescence and declines in net realisable value below cost and records an allowance against the inventory balance for any such declines. These reviews require management to estimate future demand for products. Possible changes in these estimates could result in revisions to the valuation of inventory in future periods. Based on these estimates and assumptions, the allowance for excess and obsolete inventory is EUR 175 million (EUR 238 million in 2012). Refer to Note 22, Inventories, of the consolidated financial statements. Restructuring provisions The Group records a provision for the estimated future cost related to restructuring programs. The restructuring provision is based on management’s best estimate. The estimate is based on approved restructuring programs or past history of restructuring programs in calculating the termination costs of affected employees. Restructuring costs primarily relate to personnel restructuring and changes in estimates of timing or amounts of costs to be incurred may become necessary as the restructuring program is implemented. Based on these estimates and assumptions, the restructuring provision is EUR 437 million (EUR 568 million in 2012). Refer to Note 29, Provisions, of the consolidated financial statements. Business review Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Warranty provisions The Group provides for the estimated cost of product warranties at the time revenue is recognized. The Group’s warranty provision is established based upon best estimates of the amounts necessary to settle future and existing claims on products sold as of each statement of financial position date. As new products incorporating complex technologies are continuously introduced, and as local laws, regulations and practices may change, changes in these estimates could result in additional allowances or changes to recorded allowances required in future periods. Based on these estimates and assumptions, the warranty provision is EUR 93 million (EUR 72 million in 2012). Refer to Note 29, Provisions, of the consolidated financial statements. Legal contingencies Legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against the Group. Provisions are recorded for pending litigation when it is determined that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. Refer to Note 29, Provisions, of the consolidated financial statements. Project loss provisions The Group provides for onerous contracts based on the lower of the expected cost of fulfilling the contract and the expected cost of terminating the contract. Due to the long-term nature of customer projects, changes in estimates of costs to be incurred, and therefore project loss estimates, may become necessary as the projects are executed. Based on these estimates and assumptions, the project loss provision is EUR 152 million (EUR 144 million in 2012). Refer to Note 29, Provisions, of the consolidated financial statements. Annual Report 2013 43 44 Operational overview: sustainability Understanding our impact Corporate responsibility covers a wide range of aspects including how we are run, how we interact with the communities in which we operate, and the impact we have on the environment. Health, safety and labor conditions Providing safe and decent working conditions for employees is a priority for NSN. The company’s Code of Conduct and Global Labor Standard set out clear requirements for labor conditions, based on the International Labor Organisation (ILO) conventions. NSN is implementing the global standard at a country level, focusing on the highest risk countries for labor violations. Internal audits are used to confirm compliance. Our people The restructuring efforts announced in November 2011 have progressed well towards the goals set with the aim of creating an efficient and more competitive NSN. In 2013 the change continued with speed and momentum, and NSN started moving from a phase where the focus was primarily on restructuring to one where that primary focus shifted more to transformation efforts. NSN’s health and safety management system, which is based on the international standard OHSAS 18001, safeguards employees with appropriate safety procedures with equipment and training. In 2013 NSN was awarded a global ISO OHSAS 18001 certificate, excluding China, which will be amended during 2014. Contractors must comply with the company’s health and safety standards and NSN trains contractors to ensure they understand the procedures. Regular internal and external audits are used to check compliance. NSN has followed country-specific legal requirements to find socially responsible means of reducing its workforce and treated those affected with dignity and respect. Wherever possible, we transferred employees to new roles inside the company to support businesses that are core to its strategy. Additionally, NSN often worked with local communities to speed up the process for re-employment with other companies. At December 31, 2013, NSN had 48 628 employees, of which 2 509 worked in production. During the year, the rate of voluntary attrition was 7.5%, involuntary attrition was 18.2% and attrition due to common agreement was 7.1%. Diversity and inclusion NSN has a very diverse Executive Board. It includes members from the following countries: Australia, Canada/Lebanon, France, Germany, India, Iran, Italy, Sweden, and the U.S. At the end of 2013, 13% of senior management positions (approximately 350 employees) within NSN were held by women, an increase of 0.5 percentage point from 2012 and a continued area for improvement. Employees of non-Finnish or non-German nationality held 57% of senior management positions. Training and development During 2013, NSN spent EUR 41.5 million on training for employees through its training organization. To read more, visit nsn.com/about-us/sustainability In 2013 NSN reduced the number of recordable health and safety incidents and recorded a major reduction in work related fatalities by 83%. In 2013, there were two fatal incidents in total, both resulting in contractor fatalities. NSN Code of Conduct The Code of Conduct sets out NSN’s commitment to uphold high ethical standards wherever it operates. NSN trains its employees on ethical business conduct every year and concerns can be reported anonymously through established whistleblower channels. Any reported ethical concerns are investigated thoroughly by the company’s Ethics and Compliance Office. In 2013, 96% of employees completed ethical business conduct training and 96% of employees received further training on anti-corruption. Suppliers Our global suppliers requirements, which set standards in ethical, environment, and social issues, form a part of contractual agreements with suppliers and must be met by every NSN supplier. In 2013 we continued to tighten these requirements by putting in place Consequence Management for suppliers who do not meet our health and safety requirements. Failing to demonstrate robust safety management can trigger the termination of a contract and a phase out of the supplier. The compliance to supplier requirements was monitored through 27 system audits. More detailed audits are undertaken with some suppliers selected through a risk assessment process. During the course of 2013 we closed three audits and conducted 10 new audits. Additionally 52 suppliers were assessed through the EcoVadis platform. We further clarified our scope of suppliers under the Conflict Free Smelters Program, and as a result we have made enquiries with 282 key suppliers with respect to their mineral sourcing process and we are ready for the first time progress reporting as required in 2014. Nokia Solutions and Networks Environment NSN’s environmental strategy has two key elements: –Designing products and services that help telecoms operators reduce the environmental impact of their networks –Ensuring maximized efficiency in the company’s own operations to minimize its environmental impact NSN’s portfolio aims to reduce the environmental impact of new and legacy telecommunications networks through more efficient technology and renewable energy solutions by lowering power consumption and greenhouse gas emissions. We were able to grow the amount of renewable energy used in our own facilities in 2013 – over 44.5% of the used energy is from certified renewable sources. Efforts in 2013 for lowering energy consumption and emissions resulted in a 19% reduction on total emissions from operations. Society Human rights NSN recognizes its responsibility to help ensure that the communications technologies it provides are used to respect, and not infringe, human rights. Our Code of Conduct spells out zero tolerance for the violation of human rights. This commitment is reinforced in its human rights policy, which establishes due diligence processes to identify and address relevant human rights risks across the company’s global operations. Employees are trained on human rights through ethical business training, and those in high-risk roles such as procurement are given additional training. Community We have policies in place relating to disaster relief and to employee volunteering. During 2013 our efforts were focused on local activities on helping to recover telecommunications functionality in disaster areas. TT Network Denmark (TTN) Network sharing is becoming a major trend in telecommunications. And, starting in 2013, NSN became the first vendor to supply a network across GSM, 3G and LTE to two operators sharing the same network and frequencies. The move enabled TTN – a joint venture between Telia and Telenor Denmark – to gain significant cost savings, while increasing service levels and customer satisfaction. The Single RAN sharing combines two nationwide networks with live traffic over multiple frequencies and technologies while managing a multi-vendor environment in the core. Business review To achieve improved environmental performance, NSN operate a company-wide Environmental Management System (EMS), certified to the internationally recognized standard ISO 14001. NSN also requires its suppliers to have a documented Environmental Management System – compliant with ISO 14001 – in place. In 2013 NSN was recertified with ISO 14001. Real World Performance Best spectrum utilization –First network across GSM, 3G and LTE for two operators sharing the same network and frequencies –Improved coverage –Reduction in operational costs All indicators in this section of the Annual Report have been assured by DNV GL. Annual Report 2013 For more information on our performance worldwide see reports.nsn.com/#/case-studies 45 46 Nokia Solutions and Networks Financial statements 48 49 50 51 52 53 Annual Report 2013 Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Shareholders’ Equity Notes to the Consolidated Financial Statements Company Financial Statements 2013 108 Company Statement of Financial Position 109 Company Income Statement 110 Notes to the Company Financial Statements Other information 117 117 117 118 Financial statements Consolidated Financial Statements 2013 Proposed profit appropriation Proposed appropriation of result Subsequent events Independent auditor’s report 47 Consolidated Financial Statements Consolidated Income Statement 2013 For the year ended December 31 Net sales Cost of sales Gross profit Research and development expenses Selling and marketing expenses Administrative and general expenses Other income Other expenses Notes Before specific items Specific items EURm EURm 3, 4 5, 6, 9, 22 11 172 (7 077) – (170) 5, 6, 9 5, 6, 9 5, 6, 9 10 10 4 095 (1 770) (728) (480) 113 (125) (170) (47) (108) (134) 6 (101) 1 105 (554) 2012 Before specific items Specific items EURm EURm EURm 11 172 (7 247) 13 372 (9 264) – (653) 3 925 (1 817) (836) (614) 119 (226) 4 108 (1 908) (885) (449) 105 (145) (653) (208) (382) (242) – (78) 826 (1 563) Total 2011 Before specific items Specific items EURm EURm EURm 13 372 (9 917) 13 645 (9 886) – (51) 13 645 (9 937) 3 455 (2 116) (1 267) (691) 105 (223) 3 759 (1 968) (990) (495) 92 (60) (51) (107) (330) (37) – (19) 3 708 (2 075) (1 320) (532) 92 (79) (737) 8 15 (123) (199) 338 (544) (206) (17) 15 (108) (58) Total Total EURm Operating profit/(loss) Share of results of associates Financial income Financial expenses Other financial results 18 11 11 11 551 8 20 (104) (59) Profit/(loss) before tax Income tax expense 14 416 (268) (1 036) (342) (374) (235) 148 (1 378) (609) (133) (63) (87) Profit/(loss) for the year 15 (1 441) (696) Attributable to: Equity holders of the parent Non-controlling interests 3 12 (1 459) 18 (708) 12 15 (1 441) (696) Profit/(loss) for the year from continuing operations Discontinued operations Loss for the year from discontinued operations 12 The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). For an analysis of specific items, refer to Note 2, Specific items. The notes are an integral part of these consolidated financial statements. 48 Nokia Solutions and Networks Consolidated Financial Statements Consolidated Statement of Comprehensive Income For the year ended December 31 Notes 2013 EURm Profit/(loss) for the year Other comprehensive income Items that will not be reclassified to profit or loss: Remeasurements of defined benefit plans Income tax related to remeasurements of defined benefit plans 2012 2011 EURm EURm 15 (1 441) (696) 107 (7) (165) 8 (50) 15 100 (157) (35) (158) (27) (2) 1 – 1 (6) 94 – 4 – – 47 17 (1) (2) 1 3 (185) 92 65 Other comprehensive income for the year, net of tax (85) (65) 30 Total comprehensive loss for the year (70) (1 506) (666) Attributable to: Equity holders of the parent Non-controlling interests (80) 10 (1 525) 19 (685) 19 Total comprehensive loss for the year (70) (1 506) (666) 53 (133) (1 462) (63) (598) (87) (80) (1 525) (685) Items that may be reclassified subsequently to profit or loss: Translation differences Cash flow hedges Available-for-sale investments Share of other comprehensive income/(expense) of associates Other increase Income tax related to components of other comprehensive income Total comprehensive loss attributable to equity shareholders arises from: Continuing operations Discontinued operations 8, 27 26 27 27 18, 26 26, 27 Financial statements The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). The notes are an integral part of these consolidated financial statements. Annual Report 2013 49 50 Consolidated Financial Statements Consolidated Statement of Financial Position As at December 31 2013 2012 EURm EURm 173 259 404 36 512 29 30 38 182 387 509 31 476 63 29 28 1 481 1 705 35 35 792 2 864 498 29 163 140 – 2 769 984 4 111 601 37 165 237 2 2 418 31 7 255 – 8 555 143 8 736 10 403 0 9 753 (22) (24) (7 617) 0 9 744 133 (96) (7 620) Non-controlling interests 2 090 86 2 161 126 Total equity 2 176 2 287 895 44 242 166 821 25 303 280 1 347 1 429 29 86 110 3 1 787 2 424 140 663 195 134 16 2 352 3 086 150 664 31 5 213 – 6 597 90 ASSETS Non-current assets Goodwill Other intangible assets Property, plant and equipment Investments in associates Deferred tax assets Long-term loans receivable Available-for-sale investments Other non-current assets Current assets Inventories Accounts receivable, net of allowances for doubtful accounts Prepaid expenses and accrued income Current portion of long-term loans receivable Other financial assets Current income tax assets Available-for-sale investments, liquid assets Cash and cash equivalents Assets of disposal groups classified as held for sale Notes 13, 15 15 16 18 19 20 20 8 22 20, 23, 35 24 20 20 Total assets EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Share capital Share premium Translation differences Fair value and other reserves Accumulated deficit Non-current liabilities Long-term interest-bearing liabilities Deferred tax liabilities Provisions Other long-term liabilities Current liabilities Current portion of long-term interest-bearing liabilities Short-term borrowings Other financial liabilities Accounts payable Accrued expenses Current income tax liabilities Provisions Liabilities of disposal groups classified as held for sale 25 25 26 27 20, 28 19 29 8 20, 28 20, 28 20 20 30 Total liabilities 6 560 8 116 Total equity and liabilities 8 736 10 403 The Group’s financial statements for the year ended December 31, 2012 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions and Note 19, Deferred taxes). Other reclassifications were made for comparability purposes in 2012, refer to Note 24, Prepaid expenses and other income; Note 28, Loans and borrowings; Note 29, Provisions; and Note 30, Accrued expenses. The notes are an integral part of these consolidated financial statements. Nokia Solutions and Networks Consolidated Financial Statements Consolidated Statement of Cash Flows For the year ended December 31 2013 2012 2011 EURm EURm EURm 15 (1 441) (696) 341 313 268 143 (153) 1 162 587 347 307 64 57 711 240 151 28 147 72 51 84 (10) 83 1 146 1 161 564 1 044 121 (1 447) 789 198 (3) 529 (44) (470) Cash from operations Interest received Interest paid Other financial income and expenses, net received/(paid) Income taxes paid 864 17 (83) 202 (235) 2 145 11 (134) (136) (258) 579 9 (104) 30 (191) Cash flows from operating activities Profit/(loss) for the year Adjusted for: Restructuring and other specific items1 Depreciation and amortization Income taxes Financial income and expenses Transfer from hedging reserve to sales and cost of sales (Profit)/loss on sale of property, plant and equipment, businesses and Group companies Other adjustments Change in net working capital: Decrease in current receivables Decrease/(increase) in inventories Decrease in interest-free liabilities2 Notes 32 765 1 628 323 – (2) 1 – 7 (164) (63) 34 5 64 – 10 – – (216) (125) 6 – (781) – 2 (9) 82 (303) (4) 24 – Net cash used in investing activities (182) (261) (989) Cash flows from financing activities Proceeds from issuance of cumulative preferred shares Proceeds from long-term borrowings Repayment of long-term borrowings (Repayments of)/proceeds from short-term borrowings Dividends and other payments to non-controlling interests 9 779 (805) (67) (50) – 1 (264) (244) (13) 1 000 – (48) 232 (29) Net cash (used in)/from financing activities (134) (520) 1 155 (98) (42) (74) Net increase in cash and cash equivalents 351 805 415 Cash and cash equivalents at beginning of year 2 418 1 613 1 198 Cash and cash equivalents at end of year 2 769 2 418 1 613 Cash and cash equivalents comprise: Bank and cash Current available-for-sale investments, cash equivalents 1 845 924 1 712 706 729 884 2 769 2 418 1 613 Foreign exchange adjustments Financial statements Net cash from operating activities Cash flows from investing activities Acquisition of Group companies, net of acquired cash Purchase of shares in associates Proceeds from current available-for-sale investments, liquid assets Purchase of non-current available-for-sale investments Proceeds from short-term and other long-term loans receivable Purchases of property, plant and equipment, and intangible assets Payments for disposal of businesses and Group companies Proceeds from sale of property, plant and equipment, and intangible assets Dividends received Excludes PPA related charges, divestment results and impairments which are presented in other line items within the above adjustments section and in Note 32, Notes to the consolidated statement of cash flows. 2 Includes changes in the following line items in the statement of financial position: accounts payable, accrued expenses, provisions and other short-term liabilities. 1 The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). The figures in the consolidated statement of cash flows cannot be directly traced from the statement of financial position without additional information as a result of acquisitions and disposals of subsidiaries and net foreign exchange differences arising on consolidation. The notes are an integral part of these consolidated financial statements. Annual Report 2013 51 52 Consolidated Financial Statements Consolidated Statement of Changes in Shareholders’ Equity Attributable to owners of the parent EURm Notes Balance at January 1, 2011 (Loss)/profit for the year Other comprehensive income (net of tax) Remeasurements of defined benefit plans Cash flow hedges Available-for-sale investments Currency translation differences Share of other comprehensive income of associates Other increase Number of ordinary shares Fair value Before Number of and AccunonNoncumulative Ordinary Share Translation other mulated controlling controlling preference share 1 deficit interests interests shares capital premium differences reserves 100 073 0 8 744 40 18, 26 (2) 200 Balance at December 31, 2011 100 073 500 1 000 0 9 744 Balance at December 31, 2013 136 (7) 18, 26 4 (3) Balance at December 31, 2012 Total comprehensive (loss)/ income for the year Share class conversion Additional parent contribution Dividend Other changes in non-controlling interests2 38 8 27 26 Total comprehensive (loss)/ income for the year Dividend Profit for the year Other comprehensive income (net of tax) Remeasurements of defined benefit plans Cash flow hedges Available-for-sale investments Currency translation differences Share of other comprehensive income of associates 98 8 27 27 26 Total comprehensive income/ (loss) for the year Cumulative preference shares issued Dividend Acquisitions and other changes in non-controlling interests (Loss)/profit for the year Other comprehensive income (net of tax) Remeasurements of defined benefit plans Cash flow hedges Currency translation differences Share of other comprehensive income of associates 300 100 073 500 0 9 744 133 8 27 27 26 (156) 18, 26 1 25 700 221 800 294 (155) (500) – (17) (5 454) 3 371 95 3 466 (708) (708) 12 (696) 7 (35) 20 (1) 47 (35) 20 (1) (35) 20 (1) 40 1 (16) (707) 9 753 (22) (2) 1 (2) 1 (685) 1 000 – (15) (666) 1 000 (15) – 17 17 (33) (6 161) 3 686 116 3 802 (1 459) (1 459) 18 (1 441) 1 (157) 94 (6) (157) 94 (157) 94 (7) 19 4 (63) 4 (1 459) (1 525) – 19 (9) (1 506) (9) (96) (7 620) 2 161 126 2 287 3 3 12 15 (2) 100 (27) (1) (158) 100 (27) (1) 100 (27) (1) (156) 1 72 3 9 0 Total (24) (7 617) 1 (80) – 9 – 10 (70) – 9 (21) (21) – (29) (29) 2 090 86 2 176 Ordinary share capital comprises EUR 400 thousand (refer to Note 25, Issued share capital and share premium). Relates primarily to a liquidation of a Group subsidiary. 1 2 The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). The notes are an integral part of these consolidated financial statements. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 1 Accounting principles General Nokia Solutions and Networks B.V., a limited liability company incorporated and domiciled in The Hague, the Netherlands, is the ‘holding company’ for all its subsidiaries (‘NSN’ or ‘the Group’). The Group’s operational headquarters are in Espoo, Finland. The Group is a leading global provider of telecommunications infrastructure, with a focus on the mobile broadband market. Basis of presentation The consolidated financial statements of the Group are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’) and in conformity with IFRS as adopted by the European Union (‘IFRS’). The consolidated financial statements are presented in millions of euro (‘EURm’), except as otherwise noted, and are prepared under the historical cost convention, except as disclosed in the accounting policies below. On April 30, 2014 the Board of Directors of Nokia Solutions and Networks B.V. authorized the financial statements for issuance. This paragraph is included in connection with statutory reporting requirements in the Netherlands. The company income statement of the Parent company is prepared in compliance with section 2:402 of the Netherlands Civil Code. This paragraph is included in connection with statutory reporting requirements in Germany. The fully consolidated German subsidiaries, Nokia Solutions and Networks GmbH & Co. KG, registered in the commercial register of Munich under HRA 88537 and Nokia Solutions and Networks Services GmbH & Co. KG, registered in the commercial register of Munich under HRA 90646 have made use of the exemption available under § 264b of the German Commercial Code (HGB). Adoption of pronouncements under IFRS In the current year, the Group has adopted all of the new and revised standards, and amendments and interpretations to existing standards issued by the IASB that are relevant to its operations and effective for accounting periods commencing on or after January 1, 2013. Annual Report 2013 Revised IAS 19, Employee Benefits, discontinues use of the ‘corridor’ approach and re-measurement impacts are recognized in other comprehensive income. Net interest as a product of discount rate and adjusted net pension liability at the start of the financial year is recognized in the income statement while the return on plan assets, excluding amounts included in net interest, is reflected in remeasurements within other comprehensive income. Previously unrecognized actuarial gains and losses were also recognized in other comprehensive income. Other long-term employee benefits are required to be measured in the same way with immediate recognition in the income statement. Treatment for termination benefits, specifically the point in time when an entity would recognize a liability for termination benefits, is also revised. As a result of adopting the revised IAS 19, the net pension liabilities and other comprehensive income were impacted mainly by the retrospectively applied elimination of the ‘corridor’ approach for 2012 and 2011. For information on the adjustments between the previously reported information and the adjusted information, refer to Note 8, Pensions. In addition, a number of other amendments that form part of the IASB’s annual improvement project were adopted by the Group. Excluding the impacts of the amended IAS 19, the adoption of other standards and amendments, effective January 1, 2013, did not have a material impact on the consolidated financial statements. Financial statements On August 7, 2013, Nokia Corporation (‘Nokia’) completed the acquisition of Siemens Aktiengesellschaft’s (‘Siemens’) stake in the Group, as a result, the Group is wholly owned by Nokia and Nokia Siemens Networks was renamed as Nokia Solutions and Networks. The Group commenced operations on April 1, 2007 upon the contribution of certain tangible and intangible assets and certain business interests that comprised Nokia’s networks business and Siemens’ carrier-related operations. Previously, Nokia and Siemens (formerly the ‘parent companies’) each owned approximately 50% of Nokia Siemens Networks. Nokia is incorporated in Espoo, Finland and Siemens is incorporated in Munich, Germany. Nokia had the ability to appoint the Chief Executive Officer (‘CEO’) of the Group and the majority of the members of the Board of Directors. Accordingly, for accounting purposes, Nokia was deemed to have control and thus consolidated the results of Nokia Siemens Networks in its financial statements. Siemens accounted for its ownership using the equity method of accounting. IFRS 13, Fair Value Measurement, replaces fair value measurement guidance contained within individual IFRSs with a single, unified definition of fair value in a single new standard. The new standard provides a framework for measuring fair value, related disclosure requirements about fair value measurements and further authoritative guidance on the application of fair value measurement in inactive markets. Early adopted standards –IFRS 10, Consolidated Financial Statements, establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. –IFRS 11, Joint Arrangements, establishes that the legal form of an arrangement should not be the primary factor in the determination of the appropriate accounting for the arrangement. A party to a joint arrangement determines the type of joint arrangement in which it is involved by assessing its rights and obligations and accounts for those rights and obligations in accordance with that type of joint arrangement. –IFRS 12, Disclosure of Interests in Other Entities, requires disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities and the effects of those interests on its financial position, financial performance and cash flows. The adoption of each of the above mentioned standards did not have a material impact on the consolidated financial statements. Additional disclosures required by the new standards have been provided in the notes. 53 54 Notes to the Consolidated Financial Statements Principles of consolidation The consolidated financial statements comprise the financial statements of Nokia Solutions and Networks B.V. as the parent company (‘the Parent’), and each of those companies over which the Group exercises control. Control over an entity exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When the Group has less than a majority of the voting or similar rights of an entity, the Group considers all relevant facts and circumstances in assessing whether it has power over an entity, including the contractual arrangement with the other vote holders of the entity, rights arising from other contractual arrangements and the Group’s voting rights and potential voting rights. The Group re-assesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of control. All intercompany transactions are eliminated as part of the consolidation process. Non-controlling interests are presented separately as a component of net profit and are shown as a component of shareholders’ equity in the consolidated statement of financial position. The entities or businesses acquired during the financial periods presented have been consolidated from the date on which control of the net assets and operations was transferred to the Group. Similarly, the results of Group entities or businesses divested during an accounting period are included in the Group consolidated financial statements only to the date of disposal. Segment information Operating segments have been determined by reference to the internal reporting information provided to the chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments (refer to Note 3, Segment information). Revenue recognition The majority of the Group’s sales are recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. The Group accounts for discounts as a reduction in revenue. Service revenue, which typically includes managed services and maintenance services, is generally recognized on a straight-line basis over the specified period unless there is evidence that some other method better represents the rendering of services. The Group enters into transactions involving multiple components consisting of any combination of hardware, services and software. Within multiple element arrangements, separate components are identified and accounted for based on the nature and fair value of those components and considering the economic substance of the entire arrangement. Revenue is allocated to each separately identifiable component based on the relative fair value of each component. The Group determines the fair value of each component by taking into consideration factors such as the price of the component when sold separately and the component cost plus a reasonable margin when price references are not available. The revenue allocated to each component is recognized when the revenue recognition criteria for that component have been met. In addition, sales from contracts involving solutions achieved through the modification of complex telecommunications equipment are recognized using the percentage of completion method when the outcome of the contract can be estimated reliably. A contract’s outcome can be estimated reliably when total contract revenue and the costs to complete the contract can be estimated reliably, it is probable that the economic benefits associated with the contract will flow to the Group and the stage of contract completion can be measured reliably. When the Group is not able to meet one or more of those conditions, the policy is to recognize revenue only equal to costs incurred to date, to the extent that such costs are expected to be recovered. Progress towards completion is measured by reference to cost incurred to date as a percentage of estimated total project costs, using the cost-to-cost method. The percentage of completion method relies on estimates of total expected contract revenue and costs, as well as dependable measurement of the progress made towards completing a particular project. Recognized revenues and profits are subject to revisions during the project in the event that the assumptions regarding the overall project outcome are revised. The cumulative impact of a revision in estimates is recorded in the period such revisions become probable and can be estimated reliably. Losses on projects in progress are recognized in the period they become probable and can be estimated reliably. Shipping and handling costs The costs of shipping and distributing products are included in cost of sales. Research and development Research and development costs are expensed as incurred, except for certain development costs, which are capitalized when it is probable that a development project will generate future economic benefits and certain criteria, including commercial and technological feasibility, have been met. Capitalized development costs, comprising direct labor and related overhead, are amortized on a systematic basis over their expected useful lives of between two and five years. Capitalized development costs are subject to regular assessments of recoverability based on anticipated future revenues, including the impact of changes in technology. Unamortized capitalized development costs determined to be in excess of their recoverable amounts are expensed immediately. Nokia Solutions and Networks Notes to the Consolidated Financial Statements Employee benefits Pensions The Group companies have various pension schemes in accordance with the local conditions and practices in the countries in which they operate. The schemes are generally funded through payments to trustee-administered funds or insurance companies as determined by periodic actuarial calculations. In a defined contribution plan, the Group’s legal or constructive obligation is limited to the amount that it agrees to contribute to the fund. The Group’s contributions to defined contribution plans are recognized in the income statement in the period to which the contributions relate. All arrangements that do not fulfill these conditions are considered defined benefit plans. For defined benefit plans, pension costs are assessed using the projected unit credit method: the pension cost is recognized in the income statement so as to spread the current service cost over the service lives of employees. The pension obligation is measured as the present value of the estimated future cash outflows using interest rates on high quality corporate bonds or government bonds with appropriate maturities. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past service costs and settlement gains and losses are recognized immediately in the income statement as part of service costs, when the plan amendment, curtailment or settlement occurs. The liability (or asset) recognized in the statement of financial position is the pension obligation at the closing date less the fair value of plan assets including effects relating to any asset ceiling. For cash-settled share-based payment transactions, the employee services received and the liability incurred are measured at the fair value of the liability. The fair value of options is determined based on the reporting date estimated value of shares less the exercise price of the options (refer to Note 7, Share-based payment). The fair value of the liability is re-measured at each reporting date, and at the date of settlement, with changes in fair value recognized in the income statement. Income taxes The income tax expense comprises current tax and deferred tax. Current taxes are based on the results of the Group companies and are calculated according to local tax rules. Tax is recognized in the income statement except to the extent that it relates to items recognized in other comprehensive income or directly in equity, then the tax is recognized in other comprehensive income or equity, respectively. The Group periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It adjusts the amounts recorded, where appropriate, on the basis of amounts expected to be paid to the tax authorities. The provision for uncertain income tax positions is recognized when it is more likely than not that certain tax positions will be challenged and may not be fully sustained upon review by tax authorities. The amounts recorded are based upon the estimated future settlement amount at each statement of financial position date. Current income tax assets and liabilities are presented separately in the statement of financial position and amounts recorded in respect of uncertain income tax positions are presented as part of current income tax liabilities. Deferred tax assets and liabilities are determined, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses or deductible temporary differences can be utilized. Each reporting period they are assessed for realizability, and when circumstances indicate it is no longer probable that deferred tax assets will be utilized, they Actuarial valuations for the Group’s defined benefit pension plans are are adjusted as necessary. Deferred tax liabilities are recognized for temporary differences that arise between the fair value and tax performed annually. In addition, actuarial valuations are performed base of identifiable net assets acquired in business combinations. when a material curtailment or settlement of a defined benefit plan Deferred tax assets and deferred tax liabilities are offset for occurs in the Group. presentation purposes when there is a legally enforceable right to set off current tax assets against current tax liabilities, and the Termination benefits deferred tax assets and the deferred tax liabilities relate to income Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle voluntary redundancy in exchange for these benefits. The Group current tax liabilities and assets on a net basis, or to realize the assets recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according and settle the liabilities simultaneously, in each future period in which to a detailed formal plan without possibility of withdrawal, or providing significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. termination benefits as a result of an offer made to encourage voluntary redundancy. The enacted or substantively enacted tax rates as of each statement of financial position date that are expected to apply in the period Share-based payment when the asset is realized or the liability is settled are used in the The Group established a share-based incentive program in 2012 measurement of deferred tax assets and liabilities. under which options are granted to selected employees. The options will be cash-settled at exercise unless certain corporate transactions such as an initial public offering occur. Annual Report 2013 Financial statements Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling and the return on plan assets (excluding amounts recognized in net interest), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through consolidated statement of comprehensive income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. 55 56 Notes to the Consolidated Financial Statements Business combinations The acquisition method of accounting is used to account for acquisitions of separate entities or businesses by the Group. The consideration transferred in a business combination is measured as the aggregate of the fair values of the assets transferred, liabilities incurred towards the former owners of the acquired business and equity instruments issued. Acquisition-related costs are recognized as expenses in the income statement in the period in which the costs are incurred and the related services are received. Identifiable assets acquired and liabilities assumed by the Group are measured separately at their fair value at the acquisition date. Non-controlling interests in the acquired business are measured separately at fair value or at the non-controlling interests’ proportionate share of the identifiable net assets of the acquired business. The excess of the aggregate consideration transferred over the acquisition date fair values of the identifiable net assets acquired is recorded as goodwill. Investment in associates An associate is an entity over which the Group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entity, but is not control or joint control over those policies. The Group’s share of profits and losses of associates is included in the consolidated comprehensive income statement in accordance with the equity method of accounting. Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the associate since the acquisition date. After the carrying amount of the Group’s interest is reduced to nil, losses continue to be recognized when it is considered that a constructive obligation exists. Disposals of separate entities or businesses If upon disposal, the Group loses control of a separate entity or business, it records a gain or loss on disposal at the date when control is lost. The gain or loss on disposal is calculated as the difference between the fair value of the consideration received and the carrying amounts of derecognized assets (including any goodwill) and liabilities of the disposed entity or business, and the carrying amount of any non-controlling interest in the entity, adjusted by amounts recognized in other comprehensive income in relation to that entity or business. Assessment of the recoverability of long-lived assets, intangible assets and goodwill For purposes of impairment testing, goodwill has been allocated to each of the cash-generating units or groups of cash-generating units (‘CGUs’), expected to benefit from the synergies of the combination. The Group assesses the carrying value of goodwill annually, or more frequently if events or changes in circumstances indicate that such carrying value may not be recoverable. The carrying value of identifiable intangible assets and long-lived assets is assessed if events or changes in circumstances indicate that such carrying value may not be recoverable. Factors that trigger an impairment review include, but are not limited to, underperformance relative to historical or projected future results, significant changes in the manner of the use of the acquired assets or the strategy for the overall business and significant negative industry or economic trends. The Group conducts its impairment testing by determining the recoverable amount for the asset or cash-generating unit. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs of disposal and its value-in-use. The recoverable amount has been determined based on the expected future cash flows attributable to the asset or cash-generating unit discounted to present value. The recoverable amount is then compared to the asset or cash-generating unit’s carrying amount and an impairment loss is recognized if the recoverable amount is less than the carrying amount. Impairment losses are recognized immediately in the income statement. Other intangible assets Acquired patents, trademarks, licenses, software licenses for internal use, customer relationships and developed technology are capitalized and amortized using the straight-line method over their useful lives, generally three to seven years. Where an indication of impairment exists, the carrying amount of the related intangible asset is assessed for recoverability. Any resulting impairment losses are recognized immediately in the income statement. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the expected useful lives of the assets as follows: Buildings and constructions Industrial and office buildings Light buildings and constructions 20 – 33 years 3 – 20 years Machinery and equipment Production machinery, measuring and test equipment Other machinery and equipment 1 – 5 years 3 – 10 years Land and water areas are not depreciated. Maintenance, repairs and renewals are generally expensed in the period in which they are incurred. However, major renovations are capitalized and included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. Leasehold improvements are depreciated over the shorter of the lease term and useful life. Gains and losses on the disposal of property, plant and equipment are included in operating profit or loss. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using standard cost, which approximates actual cost on a FIFO (first-in, first-out) basis. Net realizable value is the amount that can be realized from the sale of the inventory in the normal course of business after allowing for the costs of realization. In addition to the cost of materials and direct labor, an appropriate proportion of production overhead is included in the inventory values. An allowance is recorded for excess inventory and obsolescence based on the lower of cost and net realizable value. Nokia Solutions and Networks Notes to the Consolidated Financial Statements Fair value measurement Many financial instruments are measured at fair value at each balance sheet date after initial recognition. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest by using quoted market rates, discounted cash flow analyses and other appropriate valuation models. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Current fixed income and money-market investments are fair valued by using quoted market rates, discounted cash flow analyses and other appropriate valuation models at the statement of financial position date. Investments in publicly quoted equity shares are measured at fair value using exchange quoted bid prices. Other available-for-sale investments carried at fair value include holdings in unlisted shares. Fair value is estimated by using various factors, including, but not limited to: (1) the current market value of similar instruments, (2) prices established from a recent arm’s-length financing transaction of the target companies, (3) analysis of market prospects and operating performance of the target companies taking into consideration public market comparable companies in similar industry sectors. The remaining available-for-sale investments are carried at cost less impairment; these are technology-related investments in private equity shares and unlisted funds for which the fair value cannot be measured reliably due to non-existence of public markets or reliable valuation methods against which to value these assets. Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities All purchases and sales of investments are recorded on the trade date, which is the date that the Group commits to purchase or sell the asset. Level 2 — Valuation techniques for which significant inputs other than quoted prices are directly or indirectly observable Level 3 — Valuation techniques for which significant inputs are unobservable The Group categorizes assets and liabilities that are measured at fair value on a recurring basis to an appropriate level of the fair value hierarchy at the end of each reporting period. Available-for-sale investments The Group invests a portion of cash needed to cover the projected cash needs of its ongoing operations in highly liquid, interest-bearing investments. The following investments are classified as availablefor‑sale based on the purpose for acquiring the investments and the Group’s ongoing intentions: (1) Highly liquid, fixed income and money-market investments that are readily convertible to known amounts of cash with maturities at acquisition of three months or less, which are included in cash and cash equivalents in the statement of financial position. Due to the high credit quality and short-term nature of these investments there is an insignificant risk of changes in value. (2) Similar types of investments as in category (1), but with maturities at acquisition of longer than three months, classified in the statement of financial position as current availablefor-sale investments, liquid assets. (3) Investments in technology related publicly quoted equity shares, or unlisted private equity shares and unlisted funds, are classified in the statement of financial position as non-current available-for-sale investments. Annual Report 2013 Financial statements Financial assets The Group has classified its financial assets as one of the following categories: available-for-sale investments, derivative and other current financial assets, loans receivable, accounts receivable or cash and cash equivalents. Derivatives are described below in the section on Derivative financial instruments. Derivatives and other current financial assets are presented in Note 20, Fair value of financial instruments. The fair value changes of available-for-sale investments are recognized in fair value and other reserves as part of other comprehensive income, with the exception of interest calculated using the effective interest method and foreign exchange gains and losses on current available-for-sale investments, which are recognized directly in the income statement. Dividends on availablefor-sale equity instruments are recognized in the consolidated income statement when the Group’s right to receive payment is established. When the investment is disposed of, the related accumulated fair value changes are released from other comprehensive income and recognized in the income statement. The weighted average method is used when determining the cost basis of publicly listed equities being disposed of by the Group. The FIFO method is used to determine the cost basis of fixed income securities being disposed of by the Group. An impairment is recorded when the carrying amount of an available-for-sale investment is greater than the estimated fair value and there is objective evidence that the asset is impaired. The cumulative net loss relating to that investment is removed from equity and recognized in the income statement for the period. If, in a subsequent period, the fair value of the investment in a non-equity instrument increases and the increase can be objectively related to an event occurring after the loss was recognized, the loss is reversed, with the amount of the reversal included in the income statement. Loans receivable Loans receivable include loans to customers and are measured initially at fair value and subsequently at amortized cost less impairment using the effective interest method. Loans are subject to regular review as to their collectability and available collateral. In the case that a loan is deemed not fully recoverable, a provision is made, and included in other expenses to reflect the shortfall between the carrying amount and the present value of the expected cash flows. Interest income on loans receivable is recognized in the income statement in other income or financial income depending on the nature of the receivable by applying the effective interest rate. The long-term portion of loans receivable is included in the statement of financial position in long-term loans receivable and the current portion in current portion of long-term loans receivable. 57 58 Notes to the Consolidated Financial Statements Accounts receivable Accounts receivable include both amounts invoiced to customers and amounts where the Group’s revenue recognition criteria have been fulfilled but the customers have not yet been invoiced. Accounts receivable are carried at amortized cost using the effective interest rate method less allowances for doubtful accounts. Allowances for doubtful accounts are based on a periodic review of all outstanding amounts, including an analysis of historical bad debt, customer concentrations, customer creditworthiness, past due amounts, current economic trends and changes in customer payment terms. Bad debts are written off when identified as uncollectible and are included in other expenses. The Group derecognizes an accounts receivable balance only when the contractual rights to the cash flows from the asset expire or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. Cash and cash equivalents Bank and cash consist of cash at bank and in hand. Cash equivalents consist of highly liquid available-for-sale investments purchased with remaining maturities at the date of acquisition of three months or less. Financial liabilities Loans payable Loans payable are recognized initially at fair value, net of transaction costs incurred. In subsequent periods, loans are stated at amortized cost using the effective interest method. The long-term portion of loans payable is included in the statement of financial position in long-term interest-bearing liabilities and the current portion in the current portion of long-term interest-bearing liabilities. Interest costs are recognized in the income statement as financial expenses in the period in which they are incurred. Accounts payable Accounts payable are carried at the original invoiced amount which is considered to be fair value due to the short-term nature of the Group’s accounts payable. Derivative financial instruments All derivatives are recognized initially at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. The method of recognizing the resulting gain or loss varies according to whether the derivatives are designated and qualify under hedge accounting. Generally the cash flows of a hedge are classified as cash flows from operating activities in the consolidated statement of cash flows as the underlying hedged items relate to the Group’s operating activities. When a derivative contract is accounted for as a hedge of an identifiable position relating to financing or investing activities, the cash flows of the contract are classified in the same manner as the cash flows of the position being hedged. Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss Fair values of cash-settled equity derivatives are calculated based on quoted market rates at each statement of financial position date. Changes in fair value are recognized in the income statement. Fair values of forward rate agreements, interest rate options, futures contracts and exchange traded options are calculated based on quoted market rates at each statement of financial position date. Discounted cash flow analyses are used to value interest rate and currency swaps. Changes in the fair value of these contracts are recognized in the income statement. Forward foreign exchange contracts are valued at the market forward exchange rates. Changes in fair value are measured by comparing these rates with the original contract forward rate. Currency options are valued at each statement of financial position date by using the Garman & Kohlhagen option valuation model. Changes in the fair value of these instruments are recognized in the income statement. For derivatives not designated under hedge accounting but hedging identifiable exposures such as anticipated foreign currency denominated sales and purchases, the gains and losses are recognized in other income or expenses. The gains and losses on all other derivatives not designated under hedge accounting are recognized in financial income and expenses (refer to Note 11, Financial income and expenses). Embedded derivatives, if any, are identified and monitored by the Group and measured at fair value at each statement of financial position date with changes in fair value recognized in the income statement. Hedge accounting The Group applies hedge accounting on certain forward foreign exchange contracts, certain options or option strategies and certain interest rate derivatives. Qualifying options and option strategies have zero net premium or a net premium paid. For option structures the critical terms of the bought and sold options are the same and the nominal amount of the sold option component is no greater than that of the bought option. Cash flow hedges: Hedging of forecast foreign currency denominated sales and purchases The Group applies hedge accounting for ‘qualifying hedges’. Qualifying hedges are those properly documented cash flow hedges of the foreign exchange rate risk of future forecast foreign currency denominated sales and purchases that meet the requirements set out in IAS 39, Financial Instruments: Recognition and Measurement. The hedged item must be ‘highly probable’ and must present an exposure to variations in cash flows that could ultimately affect profit or loss. The hedge must be highly effective, both prospectively and retrospectively. For qualifying foreign exchange forwards, the change in fair value that reflects the change in spot exchange rates is deferred in fair value and other reserves to the extent that the hedge is effective. For qualifying foreign exchange options or option strategies, the change in intrinsic value is deferred in fair value and other reserves to the extent that the hedge is effective. In all cases the ineffective portion is recognized immediately in the income statement. Hedging costs, either expressed as the change in fair value that reflects the change in forward exchange rates less the change in spot exchange rates for forward foreign exchange contracts, or changes in the time value for options, or options strategies are recognized in other income or expenses. Nokia Solutions and Networks Notes to the Consolidated Financial Statements Accumulated fair value changes from qualifying hedges are released from fair value and other reserves into the income statement as adjustments to sales and cost of sales in the period when the hedged item affects the income statement. Forecast foreign currency sales and purchases affect profit and loss at various dates up to approximately 12 months from the statement of financial position date. If the forecasted transaction is no longer expected to take place, all deferred gains or losses are released immediately into the income statement. If the hedged item ceases to be highly probable but is still expected to take place, accumulated gains and losses remain in equity until the hedged cash flow affects the income statement. Cash flow hedges: Hedging of foreign currency risk of highly probable business acquisitions The Group hedges the cash flow variability due to foreign currency risk inherent in highly probable business acquisitions that result in the recognition of non-financial assets. When those assets are recognized in the statement of financial position, the gains and losses previously deferred in fair value and other reserves are transferred from fair value and other reserves and included in the initial acquisition cost of the asset. In order to apply for hedge accounting, the forecasted transactions must be highly probable and the hedges must be highly effective prospectively and retrospectively. Dividends Dividends are recognized in the consolidated financial statements of the Group when approved by the Board of Directors and by the Annual General Meeting of the Shareholders in accordance with the Articles of Association of Nokia Solutions and Networks B.V. Foreign currency translation Functional and presentation currency The financial statements of the majority of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in euro, which is the functional and presentation currency of the Parent. Transactions in foreign currencies Transactions in foreign currencies are recorded at the rates of exchange prevailing at the dates of the individual transactions. For practical reasons, a rate that approximates the actual rate at the date of the transaction is often used. At the end of an accounting period, the unsettled balances on foreign currency monetary assets and liabilities are valued at the rates of exchange prevailing at the end Annual Report 2013 Foreign group companies In the consolidated financial statements, all income and expenses of foreign group companies, where the functional currency is other than euro, are translated into euro at the average foreign exchange rates for the accounting period. All assets and liabilities of foreign group companies are translated into euro at the foreign exchange rates at the end of the accounting period. Differences resulting from the translation of income and expenses at the average rate and assets and liabilities at the closing rate are recognized as translation differences in other comprehensive income. On the disposal of all or part of a foreign group company by sale, liquidation, repayment of share capital or abandonment, the cumulative amount or proportionate share of the translation difference is recognized as income or expense in the same period in which the Group loses control. Foreign group companies in hyperinflationary economies The financial statements of foreign group companies, where the functional currency is the currency of a hyperinflationary economy, are adjusted to reflect changes in general purchasing power. In such instances, non-monetary items in the statement of financial position and all items in the income statement should be expressed in terms of the measuring unit current at the end of the accounting period. These items are restated through the application of a general price index. The comparatives, which were presented as current year amounts in the prior-year financial statements in a stable currency, are not restated. After the financial statements have been restated in the current purchasing power, all amounts for the current period are then translated into the stable currency at the closing rate for inclusion in the consolidated financial statements. Inflationary gains and losses on the net monetary position are recognized as gains and losses in the income statement. Financial statements Cash flow hedges: Hedging of cash flow variability on variable rate liabilities The Group applies cash flow hedge accounting for hedging cash flow variability on certain variable rate liabilities. The effective portion of the gain or loss relating to interest rate swaps hedging variable rate borrowings is deferred in fair value and other reserves. The gain or loss relating to the ineffective portion is recognized immediately in the income statement. For hedging instruments settled before the maturity date of the related liability, hedge accounting will immediately discontinue from that date onwards, with all the cumulative gains and losses on the hedging instruments recycled gradually to the income statement when the hedged variable interest cash flows affect the income statement. of the accounting period. Foreign exchange gains and losses arising from statement of financial position items and the fair value changes in the related hedging instruments are reported in financial income and expenses. For non-current available-for-sale investments, such as shares, the unrealized foreign exchange gains and losses are recognized in other comprehensive income. Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. When the Group expects a provision to be reimbursed, the reimbursement is recognized as an asset only when the reimbursement is virtually certain. The Group assesses the adequacy of its existing provisions and adjusts the amounts as necessary based on actual experience and changes in facts and circumstances at each statement of financial position date. Restructuring provisions The Group provides for the estimated cost to restructure when a detailed formal plan of restructuring has been completed, approved by management and the restructuring plan has been announced. Restructuring costs consist primarily of personnel restructuring charges. The other main components are costs associated with the closure of manufacturing sites and exiting real estate locations, divestment related charges and impairment charges. 59 60 Notes to the Consolidated Financial Statements Project loss provisions The Group provides for onerous contracts based on the lower of the expected cost of fulfilling the contract and the expected cost of terminating the contract. Warranty provisions The Group provides for the estimated liability to repair or replace products under warranty at the time revenue is recognized. The provision is an estimate based on historical experience of the level of repairs and replacements. Other provisions The Group provides for other contractual obligations based on the expected cost of executing any such contractual commitments. Discontinued operations Discontinued operations are reported when a component of the Group comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Group. A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale and (1) represents a major line of business or geographical area of operations, and (2) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Profit or loss from discontinued operations is reported separately from income and expenses from continuing operations in the consolidated statement of income, with prior periods presented on a comparative basis. Cash flows for discontinued operations are presented separately in the notes to the consolidated financial statements. Non-current assets and disposal groups held for sale Non-current assets and disposal groups are classified as held for sale when the carrying amount is expected to be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset or disposal group must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups and the sale must be highly probable. These assets, or in the case of disposal groups, assets and liabilities, are presented separately in the consolidated statement of financial position and measured at the lower of the carrying amount and fair value less costs of disposal. Non-current assets classified as held for sale, or included in a disposal group that is classified as held for sale, are not depreciated. Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group has entered into various operating lease contracts. The related payments are treated as rental expenses and recognized in the income statement on a straight-line basis over the lease terms unless another systematic approach is more representative of the time pattern of the Group’s benefit. Use of estimates and critical accounting judgments The preparation of financial statements in conformity with IFRS requires the application of judgment by management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Management bases its estimates on historical experience, expected outcomes and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. The Group will revise material estimates if changes occur in the circumstances on which an estimate was based or as a result of new information or more experience. Actual results may differ from these estimates under different assumptions or conditions. Set forth below are areas requiring significant judgment and estimation that may have an impact on reported results and the financial position. Revenue recognition The majority of the Group’s sales are recognized as revenue when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Sales could materially change if management’s assessment of such criteria changes. The Group enters into transactions involving multiple components consisting of any combination of hardware, services and software. Within multiple element arrangements, separate components are identified and accounted for based on the nature and fair value of those components and considering the economic substance of the entire arrangement. Revenue is allocated to each separately identifiable component based on the relative fair value of each component. The Group determines the fair value of each component by taking into consideration factors such as the price of the component when sold separately and the component cost plus a reasonable margin when price references are not available. This determination of the fair value and allocation thereof to each separately identifiable component of a transaction requires the use of estimates and judgment which may have a significant impact on the timing and amount of revenue recognized for the period. Revenue from contracts involving solutions achieved through the modification of complex telecommunications equipment is recognized on the percentage of completion basis when the outcome of the contract can be estimated reliably. Recognized revenues and profits are subject to revisions during the project in the event that the assumptions regarding the overall project outcome are revised. Current sales and profit estimates for projects may materially change due to the early stage of a long-term project, new technology, changes in the project scope, changes in costs, changes in timing, changes in customers’ plans, realization of penalties, and other corresponding factors which may have a significant impact on the timing and amount of revenue recognition. Refer to Note 4, Revenue recognition. Nokia Solutions and Networks Notes to the Consolidated Financial Statements Pensions The determination of pension obligations and expenses for defined benefit pension plans is dependent on the Group’s selection of certain assumptions used by actuaries in calculating such amounts. Those assumptions include, among others, the discount rate, future mortality rate, expected long-term rate of return on plan assets and annual rate of increase in future compensation levels. A proportion of plan assets is invested in equity securities, which are subject to equity market volatility. Changes in assumptions and actuarial conditions may materially affect the pension obligation and future expense. Refer to Note 8, Pensions. Income taxes Management judgment is required in determining current tax expense, uncertain tax positions, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. Each reporting period deferred tax assets are assessed for realizability and when circumstances indicate it is no longer probable that deferred tax assets will be utilized, they are adjusted as necessary. At December 31, 2013, the Group has a total of approximately EUR 1.5 billion unrecognized net deferred tax assets, of which approximately EUR 1.3 billion relate to Finland (calculated at the Finnish corporate tax rate of 20%) that have not been recognized in the consolidated financial statements. A significant portion of the Group’s Finnish deferred tax assets are indefinite in nature and available against future Finnish taxable income. The Group will continue to closely monitor the realizability of these deferred tax assets, including assessing future financial performance in Finland. Business combinations The Group applies the acquisition method of accounting to account for acquisitions of separate entities or businesses. The consideration transferred in a business combination is measured as the aggregate of the fair values of the assets transferred, liabilities incurred towards the former owners of the acquired business and equity instruments issued. Identifiable assets acquired and liabilities assumed by the Group are measured separately at their fair values as of the acquisition date. Non-controlling interests in the acquired business are measured separately based on their proportionate share of the identifiable net assets of the acquired business. The excess of the aggregate of the consideration transferred over the acquisition date fair values of the identifiable net assets acquired is recorded as goodwill. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various valuation assumptions requiring management judgment. Actual results may differ from the forecasted amounts and the difference could be material. Refer to Note 12, Acquisitions and disposals. Annual Report 2013 Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market (for example, unlisted equities and embedded derivatives) is determined using various valuation techniques. The Group uses judgment to select an appropriate valuation methodology as well as underlying assumptions based on existing market practice and conditions. Changes in these assumptions may cause the Group to recognize impairments or losses in future periods. Refer to Note 20, Fair value of financial instruments, Note 21, Derivative financial instruments and Note 35, Financial and capital risk management. Customer financing The Group has provided a limited number of customer financing arrangements and agreed extended payment terms with selected customers. Should the actual financial position of the customers or general economic conditions differ from assumptions, the ultimate collectability of such financing and trade credits may be required to be reassessed, which could result in a write-down of these balances and thus negatively impact future profits. The Group endeavors to mitigate this risk through the transfer of its rights to the cash collected from these arrangements to third-party financial institutions on a non‑recourse basis in exchange for an upfront cash payment. Refer to Note 20, Fair value of financial instruments. Financial statements Liabilities for uncertain tax positions are recorded based on estimates and assumptions when, despite management’s belief that tax return positions are supportable, it is more likely than not that certain positions will be challenged and may not be fully sustained upon review by tax authorities. Furthermore, the Group has ongoing tax investigations in multiple jurisdictions. If the final outcome of these matters differs from the amounts initially recorded, differences may impact the income tax expense in the period in which such determination is made. Refer to Note 14, Income tax expense and Note 19, Deferred taxes. Assessment of the recoverability of long-lived and intangible assets and goodwill The recoverable amounts (the higher of fair value less costs of disposal and value-in-use) for long-lived assets, intangible assets and goodwill have been determined based on the expected future cash flows attributable to the asset or cash-generating unit, discounted to present value. The key assumptions applied in the determination of the recoverable amount include the discount rate, length of the explicit forecast period and estimated growth rates, profit margins and the level of operational and capital investment. Amounts estimated could differ materially from what will actually occur in the future. Refer to Note 13, Impairment. Allowances for doubtful accounts The Group maintains allowances for doubtful accounts for estimated losses resulting from the subsequent inability of customers to make the required payments. If the financial conditions of customers were to deteriorate, reducing their ability to make payments, additional allowances may be required. Refer to Note 23, Allowances for doubtful accounts. Inventory related allowances The Group periodically reviews inventory for excess amounts, obsolescence and declines in net realizable value below cost and records an allowance against the inventory balance for any such declines. These reviews require management to estimate future demand for products. Possible changes in these estimates could result in revisions to the valuation of inventory in future periods. Refer to Note 22, Inventories. Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. 61 62 Notes to the Consolidated Financial Statements Restructuring provisions The Group provides for the estimated future cost related to restructuring programs. The restructuring provision is based on management’s best estimate. The estimate is based on approved restructuring programs or past history of restructuring programs in calculating the termination costs of affected employees. Restructuring costs primarily relate to personnel restructuring and changes in estimates of timing or amounts of costs to be incurred may become necessary as the restructuring program is implemented. Refer to Note 29, Provisions. Project loss provisions The Group provides for onerous contracts based on the lower of the expected cost of fulfilling the contract and the expected cost of terminating the contract. Due to the long-term nature of customer projects, changes in estimates of costs to be incurred, and therefore project loss estimates, may become necessary as the projects are executed. Refer to Note 29, Provisions. Warranty provisions The Group provides for the estimated cost of product warranties at the time revenue is recognized. The Group’s warranty provision is established based upon best estimates of the amounts necessary to settle future and existing claims on products sold as of each statement of financial position date. As new products incorporating complex technologies are continuously introduced, and as local laws, regulations and practices may change, changes in these estimates could result in additional allowances or changes to recorded allowances being required in future periods. Refer to Note 29, Provisions. New accounting pronouncements under IFRS The Group will adopt the following new standard issued by the IASB: IFRS 9, Financial Instruments, reflects the first phase of the IASB’s work on the replacement of IAS 39 and will change the classification and measurement of the Group’s financial assets. The Group is planning to adopt the standard on the revised effective date (of not earlier than January 1, 2018). The Group will assess the full impact of IFRS 9 when all phases have been completed and the final standard is issued. The amendments described below will be adopted on January 1, 2014 and they are not expected to have a material impact on the results of operations and the financial position of the Group: Amendment to IAS 32, Offsetting Financial Assets and Financial Liabilities, clarifies the meaning of “currently has a legally enforceable right to set-off”. Amendments to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets, adds guidance on the disclosure of recoverable amounts and discount rates. Amendments to IAS 19, Defined Benefit Plans: Employee Contributions, amends IAS 19, Employee Benefits to clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. IFRIC 21, Levies, an interpretation of IAS 37, Provisions, contingent liabilities and contingent assets, clarifies that the obligating event giving rise to a liability to pay a levy to a government agency is the activity that triggers the payment. Legal contingencies Legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against the Group. Provisions are recorded for pending litigation when it is determined that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. Refer to Note 29, Provisions. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 2 Specific items The Group separately identifies and discloses certain items, referred to as specific items, by virtue of size, nature or occurrence, including restructuring charges, country/contract exit charges, purchase price accounting (‘PPA’) related charges and asset impairment charges. This is consistent with the way that financial performance is measured by management and reported to the senior management team and Board of Directors and it assists in providing a meaningful analysis of operating results by excluding items that may not be indicative of the operating results of the Group’s business. In November 2011, the Group announced its strategy to focus on mobile broadband and services. This involved a decision to focus the Group’s portfolio on its core profitable businesses and sell or ramp down non-core businesses. The Group also reviewed certain underperforming countries or contracts with a view to exiting if necessary. At the same time, the Group announced its intention to reduce its workforce by 17 000 employees by the end of 2013. In 2012 and 2013, the Group made significant progress in executing this plan in terms of focusing on mobile broadband and services, divesting several businesses, exiting certain underperforming customer contracts, withdrawing from certain countries and making significant reductions in headcount. The associated charges are included in the tables below. The following table presents specific items included in the operating profit/loss for the Group’s continuing operations for the years ended December 31: Country/ contract exit and mergerRestructuring related charges charges EURm PPA related charges Other one-time charges Total 148 24 26 58 43 22 – – – 30 – 23 82 – – – – – 76 22 170 47 108 134 95 Total 299 52 105 98 554 2012 Cost of sales Research and development expenses Selling and marketing expenses Administrative and general expenses Other expenses 564 170 116 155 50 89 – – – 18 – 38 266 – 4 – – – 87 6 653 208 382 242 78 1 055 107 308 93 1 563 28 26 17 13 19 12 2 5 23 – 11 79 308 1 – – – – – – 51 107 330 37 19 103 42 399 – 544 Total 2011 Cost of sales Research and development expenses Selling and marketing expenses Administrative and general expenses Other expenses Total Financial statements 2013 Cost of sales Research and development expenses Selling and marketing expenses Administrative and general expenses Other income and expenses The following table presents specific items included in the operating profit/loss for the Group’s discontinued operations, Optical Networks, for the years ended December 31: 2013 2012 Restructuring charges Other one-time charges Total Cost of sales Research and development expenses Other expenses – – 115 – – 6 Total 115 6 EURm Annual Report 2013 2011 Restructuring charges Other one-time charges Total Total – – 121 1 6 – – – 23 1 6 23 – 2 – 121 7 23 30 2 63 64 Notes to the Consolidated Financial Statements In 2013, restructuring charges consist primarily of personnel restructuring charges of EUR 203 million. The other main components are real estate exit costs and charges of EUR 42 million incurred in connection with the disposal of divested businesses (refer to Note 12, Acquisitions and disposals). In 2012, restructuring charges consisted primarily of personnel restructuring charges of EUR 911 million. The other main components were real estate exit costs and a net loss of EUR 50 million arising from the sale of divested businesses (refer to Note 12, Acquisitions and disposals). In 2011, restructuring charges consisted primarily of personnel restructuring charges of EUR 68 million and impairment charges as a result of writing down the carrying amount of certain disposal groups classified as held for sale to fair value less costs of disposal. Country/contract exit charges relate to the realignment of the Group’s customer contract and geographic market portfolio and the related charges to terminate certain underperforming contracts and to withdraw from certain countries in line with the Group’s restructuring program. In 2011, merger related charges related to the realignment of the product portfolio and the related charges to replace discontinued products at customer sites in connection with the Group’s formation. Purchase price accounting related charges primarily consist of the amortization of finite lived intangible assets (customer relationships, developed technology and licenses to use tradename and trademark) recognized in the purchase price allocation arising from the Group’s formation and subsequent business combinations. The purchase price accounting related charges arising from the Group’s formation were fully amortized at the end of the first quarter of 2013. In 2013, the other one-time charges included in administrative and general expenses consist of consultancy fees incurred in connection with the Group’s ongoing restructuring program. The other one-time charges included in other income and expenses for continuing operations relate to a provision in connection with the closure of a manufacturing facility. The specific items for the Group’s discontinued operations consist of a loss of EUR 115 million on disposal of the Optical Networks business and an impairment charge of EUR 6 million (see Note 12, Acquisitions and disposals and Note 13, Impairment). In 2012, the other one-time charges consisted of consultancy fees in connection with the restructuring program included in administrative and general expenses and impairment charges of EUR 6 million for continuing operations and EUR 23 million for discontinued operations included in other expenses in the consolidated income statement (refer to Note 13, Impairment). 3 Segment information The Group’s chief operating decision-maker (‘CODM’) is the Executive Management Team which was established in the first quarter of 2013 based on changes in the Group’s primary decision-making bodies. The Executive Management Team assumes the responsibilities and decision-making scope of the former group of executive officers which comprised of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. Operating segments have been determined based on the information reviewed by the chief operating decision-maker for the purposes of allocating resources and assessing performance and are consistent with previous years. The chief operating decision-maker considers the business from both a geographic and product perspective. The set of components that constitutes the Group’s operating segments has been determined by reference to the core principle governing segment reporting, that is, based on the provision of information that enables evaluation of the nature and financial effects of the business activities in which the Group engages and the economic environments in which it operates. Disclosure of information by product dimension is considered to best fulfill this requirement. The Group consists of three product-based operating segments: Mobile Broadband, Global Services and Non-core. Mobile Broadband provides flexible and adaptable network solutions for mobile voice and data services. Global Services provides mobile operators with a broad range of services from network planning and optimization to network implementation, system integration and care services, as well as managed services for network and service operations. The Non-core segment does not qualify as a reportable segment in 2013, 2012 and 2011 as it represents less than 10% of the Group’s revenue, operating results and assets. At December 31, 2012 Optical Networks was classified as a disposal group held for sale and as it had represented a separate major line of business in the past, it was presented as discontinued operations (refer to Note 31, Non-current assets and disposal groups classified as held for sale). As such, it was excluded from segment reporting. Management assesses the performance of the operating segments based on a measure of operating profit that excludes specific items (for an analysis of specific items, refer to Note 2, Specific items). Group level adjustments related to certain revenue transactions have been allocated to the segments. The total allocation represents less than one percent of revenue for the years presented. The costs of central and other support functions have been allocated to the segments based on the utilization of the respective resources. There are no transactions between the segments. No measures of assets and liabilities by segment are reviewed by the chief operating decision-maker. No single customer represents 10% or more of Group revenues. Nokia Solutions and Networks Notes to the Consolidated Financial Statements Segment data Mobile Broadband EURm Global Services All other segments Total segments Other 2013 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items Depreciation and amortization (excluding PPA related charges) PPA related charges Restructuring charges 5 347 420 7.9% 157 60 96 5 753 693 12.0% 50 44 164 55 (24) (43.6)% 1 1 32 11 155 1 089 17 16 208 105 292 – – 7 2012 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items Depreciation and amortization (excluding PPA related charges) PPA related charges Restructuring charges 6 043 490 8.1% 199 158 283 6 929 334 4.8% 66 130 414 365 (33) (9.0)% 7 6 93 13 337 791 35 35 272 294 790 – 14 265 2011 Net sales Operating profit/(loss) before specific items Operating profit/(loss) % before specific items Depreciation and amortization (excluding PPA related charges) PPA related charges Restructuring charges 6 335 216 3.4% 220 195 27 6 737 230 3.4% 71 119 24 573 (108) (18.8)% 14 15 19 13 645 338 – – 305 329 70 – 70 33 Total 11 172 1 105 9.9% 208 105 299 13 372 826 6.2% 272 308 1 055 13 645 338 2.5% 305 399 103 For an analysis of specific items, refer to Note 2, Specific items. The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). EURm 2013 2012 2011 Greater China Japan India Asia Pacific Middle East Africa 1 191 1 387 641 1 235 644 451 1 276 2 175 734 1 274 682 554 1 457 1 534 911 1 176 816 579 Asia, Middle East and Africa 5 549 6 695 6 473 East Europe West Europe1 South East Europe Latin America 491 1 639 938 1 249 498 2 093 1 200 1 658 557 2 379 1 460 1 758 Europe and Latin America 4 317 5 449 6 154 North America 2 Total Of which the Netherlands (country of domicile) Of which the United States of America 1 2 1 306 1 228 1 018 11 172 13 372 13 645 67 1 255 111 1 198 185 945 Financial statements Net sales by geographic area The following table presents the Group’s net sales by geographic area by location of customer: When sales to a country exceed 10% of the Group’s revenue in the current year, those countries are presented separately. Annual Report 2013 65 66 Notes to the Consolidated Financial Statements Non-current assets The following table presents the Group’s largest countries in terms of non-current assets, which comprise intangible assets and property, plant and equipment: EURm 2013 2012 Finland U.S. China India Japan Other 398 127 94 55 55 107 452 183 107 74 66 196 Total 836 1 078 – – 2013 2012 2011 7 861 2 299 1 012 7 338 2 603 3 431 5 934 2 942 4 769 11 172 13 372 13 645 The Netherlands (country of domicile) 4 Revenue recognition The following table presents net sales for continuing operations for the years ended December 31: EURm Sales of telecommunication equipment, software and related services Revenue for managed services and network maintenance contracts Contract sales recognized under percentage of completion accounting Total net sales The following table presents revenue recognition related items for construction contracts in progress at the end of the year that are included in the consolidated statement of financial position: 2013 EURm Contract revenues recorded prior to billings Assets Liabilities 162 Billings in excess of costs incurred Assets Liabilities 700 99 Advances received Retentions 2012 216 14 23 58 100 All assets in the above table are included within accounts receivable and all liabilities are included within accrued expenses in the statement of financial position. The aggregate amount of costs incurred and recognized profits (net of recognized losses) for construction contracts in progress since inception is EUR 13 049 million at December 31, 2013 (EUR 18 107 million in 2012). Nokia Solutions and Networks Notes to the Consolidated Financial Statements 5 Expenses by nature The following table presents cost of sales, research and development expenses, selling and marketing expenses, and administrative and general expenses by nature of expense: EURm Employee benefits expense Cost of materials Subcontractor costs1 Depreciation and amortization Real estate charges Other costs and expenses Total 2013 2012 2011 3 479 2 731 2 278 313 287 1 426 4 405 3 704 2 982 587 385 1928 4 092 4 054 2 654 711 337 2 016 10 514 13 991 13 864 Subcontractor costs relate mainly to services performed within the Global Services business and research and development within the Mobile Broadband business. 1 6 Employee benefits expense EURm 2013 2012 2011 Salaries and wages Pension expenses1 Share-based payment expense/(income) Other social expenses2 2 910 179 30 360 3 744 200 11 450 3 466 193 (8) 441 Total 3 479 4 405 4 092 The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). 2 Training expenses are excluded from other social expenses in 2013 and have been excluded from other social expenses for comparability purposes in 2012 and 2011. 1 Financial statements Pension expenses include expenses related to defined contribution plans of EUR 139 million (EUR 164 million in 2012 and EUR 153 million in 2011) and defined benefit plans of EUR 40 million (EUR 36 million in 2012 and EUR 40 million in 2011), refer to Note 8, Pensions. Employee benefits expense includes termination benefits. The average monthly number of employees in 2013 is 52 564 (64 052 in 2012 and 71 882 in 2011). 7 Share-based payment The Group established a share-based incentive program in 2012 under which options are granted to senior management and other key employees. Each option grant is approved by the Board of Directors. The options become exercisable on the fourth anniversary of the grant date or, if earlier, upon the occurrence of certain corporate transactions such as an initial public offering (‘IPO’). The exercise price of the options is based on a per share value on grant as determined for the purposes of the incentive program. The options will be cash-settled at exercise unless an IPO has taken place, at which point they would be converted into equity-settled options. If the awards are cash-settled, the holder will be entitled to half of the share appreciation based on the exercise price and the estimated value of shares on the exercise date, unless there has been a change of control, as specified in the plan terms, in which case the holder will be entitled to all of the share appreciation. If an IPO has not taken place by the sixth anniversary of the grant date, the Group will cash out any remaining options. If an IPO has taken place, equity options remain exercisable until the tenth anniversary of the grant date. The gains that may be made under the plan are also subject to a cap. The options are accounted for as a cash-settled share-based payment liability based on the circumstances at December 31, 2013. The fair value of the liability is determined based on the reporting date estimated value of shares less the exercise price of the options. For the purpose of estimating the share-based payment expense, it is assumed that the cash-settled options would be exercised immediately by participants upon vesting four years after the grant date. Whether the outcome is accounted for as a cash or equity-settled option, the maximum amount that could be awarded is capped under the terms of the program. Annual Report 2013 67 68 Notes to the Consolidated Financial Statements At December 31, 2013 there are 3 339 options outstanding under the share-based program (3 639 in 2012). The total carrying amount for liabilities arising from share-based payment transactions is EUR 41 million at December 31, 2013 (EUR 11 million in 2012) and is accrued in salaries and wages (refer to Note 30, Accrued expenses) in the consolidated statement of financial position. Refer to Note 6, Employee benefits expense, for the share-based payment expense recognized in the consolidated income statement. In the event that an IPO does occur, the share-based payment expense related to the equity-settled options will be measured based on the original grant date fair value. 8 Pensions The Group operates a number of post-employment plans in various countries including both defined contribution and defined benefit schemes. The defined benefit plans expose the Group to actuarial risks such as, investment risk, interest rate risk, life expectancy risk and salary risk. The characteristics of the defined benefit plans and the risks associated with them vary depending on legal, fiscal, and economic requirements in each country. Change in accounting policy At January 1, 2013, the Group adopted the revised IAS 19, Employee Benefits. Actuarial gains and losses under the revised standard require immediate recognition in other comprehensive income (‘OCI’) and such balances are excluded permanently from the consolidated income statement. Previously, all actuarial gains and losses were deferred in accordance with the corridor method. Calculation of the pension expense has been simplified under the revised standard and the related impacts to the Group’s loss presented in the historical comparative consolidated income statements are not material. The main changes relate to the fully recognized actuarial gains and losses which impact the relevant net pension assets and liabilities and other comprehensive income. The revised IAS 19 requires retrospective application for all financial statements presented. Accordingly, the adjustments resulting from the implementation of the standard have been disclosed below with respect to the cumulative impact to shareholders’ equity for the years ended December 31, 2011 and 2012. EURm At January 1, 2011 Shareholders’ equity: Total Equity Equity attributed to equity holders of parent Equity attributed to non-controlling interests EURm Year ended December 31, 2011 Impact to Statement of Financial Position: Defined benefit pension assets Non-current deferred tax assets Defined benefit pension obligations1 Non-current deferred tax liabilities Total equity Equity attributable to equity holders of parent Equity attributable to non-controlling interests Impact to Consolidated Income Statement and Other Comprehensive Income: Loss for the year (attributable to equity holder of the parent) Other Comprehensive Income Remeasurements on defined benefit pension plans Income taxes related to components of other comprehensive income Reported Adjustments Adjusted 3 445 3 350 95 21 21 – 3 466 3 371 95 Reported Adjustments Adjusted 31 587 114 32 3 814 3 698 116 (1) 2 14 (1) (12) (12) – 30 589 128 31 3 802 3 686 116 (710) 2 (708) – – (50) 15 (50) 15 Nokia Solutions and Networks Notes to the Consolidated Financial Statements EURm Year ended December 31, 2012 Impact to Statement of Financial Position: Defined benefit pension assets Non-current deferred tax assets Defined benefit pension obligations1 Non-current deferred tax liabilities Total equity Equity attributable to equity holders of parent Equity attributable to non-controlling interests Impact to Consolidated Income Statement and Other Comprehensive Income: Loss for the year (attributable to equity holder of the parent) Other Comprehensive Income Remeasurements on defined benefit pension plans Income taxes related to components of other comprehensive income Reported Adjustments Adjusted 41 470 114 29 2 452 2 326 126 (13) 6 162 (4) (165) (165) – 28 476 276 25 2 287 2 161 126 (1 463) 4 (1 459) – – (165) 8 (165) 8 Defined benefit pension obligations include EUR 9 million in 2012 and EUR 5 million in 2011 reclassified to liabilities included in disposal groups classified as held for sale. 1 Defined benefit plans The total net accrued pension cost of EUR 119 million (EUR 247 million in 2012) consists of an accrual of EUR 157 million included in other long-term liabilities (EUR 275 million in 2012) and a prepayment of EUR 38 million included in other non-current assets (EUR 28 million in 2012). In 2012, an amount of EUR 9 million was reclassified to liabilities included in disposal groups classified as held for sale (refer to Note 31, Non-current assets and disposal groups classified as held for sale). The Group’s most significant defined benefit plans are in Germany, the United Kingdom, India and Switzerland. Together they account for 90% (90% in 2012) of the Group’s total defined benefit obligation and 91% (91% in 2012) of the Group’s total plan assets. The following table presents the defined benefit obligations, the fair value of plan assets, the effects of the asset ceiling and the net defined benefit balance by country at December 31: Present value of defined benefit obligation Fair value of plan assets Effects of asset ceiling Net defined benefit balance 2013 2012 2013 2012 2013 2012 Germany UK India Switzerland Other (923) (98) (85) (78) (130) (1 043) (97) (91) (91) (155) 845 108 82 63 104 867 105 88 57 116 – – (1) – (6) – – – – (3) (78) 10 (4) (15) (32) (176) 8 (3) (34) (42) (1 314) (1 477) 1 202 1 233 (7) (3) (119) (247) Total 2013 Financial statements EURm 2012 Germany The majority of active employees in Germany participate in the cash balance plan BAP (Beitragsorientierter Alterversorgungs Plan), formerly known as Beitragsorientierte Siemens Alterversorgung (‘BSAV’). Individual benefits are generally dependent on eligible compensation levels, ranking within the company and years of service. This plan is a partly funded defined benefit pension plan, the benefits of which are subject to a minimum return guaranteed by the company. The funding vehicle for the BAP plan is the NSN Pension Trust e.V. The Trust is legally separate from the Company and manages the plan assets in accordance with the respective trust agreements with the Company. Curtailments were recognized in service costs for German pension plans during 2013 as a result of reduction in workforce. United Kingdom The Group has one defined benefit plan comprising of two sections, with both the money purchase section and the final salary section being closed to future contributions and accruals as of April 30, 2012. Individual benefits are generally dependent on eligible compensation levels and years of service for the defined benefit section of the plan and on individual investment choices for the defined contribution section of the plan. The funding vehicle for the pension plan is the NSN Pension Plan that is run on a trust basis. Annual Report 2013 69 70 Notes to the Consolidated Financial Statements India Government mandated gratuity and provident plans provide benefits based on years of service and projected salary levels at the date of separation for the Gratuity Plan and through an interest rate guarantee on existing investments in a government prescribed Provident Fund (‘PF’) Trust. Gratuity Plan assets are invested and managed through an insurance policy, Provident Fund assets are managed by NSN PF Trustees through a pattern prescribed by the Government in various fixed income securities. Switzerland Pension plans are governed by the Swiss Federal Law on Occupational Retirements, Survivors’ and Disability Pension plans (BVG), which stipulates that pension plans are to be managed by an independent, legally autonomous unit. In Switzerland, individual benefits are provided through the collective foundation Profond. The plan’s benefits are based on age, years of service, salary and an individual old age account. The funding vehicle for the pension scheme is the Profond Vorsorgeeinrichtung. During 2013, the collective foundation Profond has decided to decrease their conversion rates in five years gradually from 7.2% to 6.8%, which will reduce the expected benefits at retirement for all employees. This event qualifies as a plan amendment and the past service gain of EUR 1 million arising from this amendment was recognized immediately in the service cost of the year. The following tables present movements in the present value of the defined benefit obligation, fair value of plan assets and the impact of minimum funding/asset ceiling: EURm At January 1, 2013 Current service cost Interest (expense)/income Past service cost and gains and losses on curtailments Settlements Remeasurements: Return on plan assets, excluding amounts recognized in net interest Gain from change in demographic assumptions Gain from change in financial assumptions Experience gains Change in asset ceiling, excluding amounts recognized in net interest Exchange differences Contributions: Employers Plan participants Payments from plans: Benefit payments Disposals Other movements At December 31, 2013 Present value of defined benefit obligation Fair value of plan assets (1 477) 1 233 (244) (3) (247) (41) (50) 5 12 – 42 – (8) (41) (8) 5 4 – – – – (41) (8) 5 4 (74) 34 (40) – (40) – 4 88 5 – 14 – – – – 14 4 88 5 – – – – – (4) 14 4 88 5 (4) 97 14 111 (4) 107 30 (27) 3 – 3 – (13) 29 13 29 – – – 29 – 45 83 (5) (22) (72) – 23 11 (5) – – – 23 11 (5) 140 (79) 61 – 61 (1 314) 1 202 (112) (7) (119) Total Effects of asset ceiling Total Nokia Solutions and Networks Notes to the Consolidated Financial Statements EURm At January 1, 2012 Present value of defined benefit obligation Fair value of plan assets (1 221) 1 124 Current service cost Interest (expense)/income Past service cost and gains and losses on curtailments1 Settlements (50) (58) 13 12 (97) (9) 47 (36) 60 (206) (18) – (2) Total (99) (50) (2) 13 3 – (36) 60 (206) (18) – (1) 60 (206) (18) (1) (1) (165) (224) 60 (164) 2 (1) 1 1 – (15) 31 15 31 – 31 – 47 14 3 (32) (12) 1 15 2 4 15 2 4 51 2 53 – 53 (1 477) 1 233 (244) (3) (247) Exchange differences Contributions: Employers Plan participants Payments from plans: Benefit payments Disposals Other movements At December 31, 2012 Total (50) (2) 13 3 56 (83) Remeasurements: Return on plan assets, excluding amounts recognized in net interest Loss from change in financial assumptions Experience losses Change in asset ceiling, excluding amounts recognized in net interest Effects of asset ceiling In 2012, the Group recognized curtailments related to restructuring in various countries including Germany, Belgium, Switzerland and the Netherlands. 1 Present value of obligations includes EUR 425 million (EUR 239 million in 2012) of wholly funded obligations, EUR 860 million of partly funded obligations (EUR 1 202 million in 2012) and EUR 29 million (EUR 36 million in 2012) of unfunded obligations. Financial statements The following table presents amounts recognized in the consolidated income statement: EURm 2013 2012 2011 Current service cost Past service cost (including curtailments) Net interest cost Settlements 41 (5) 8 (4) 50 (13) 2 (3) 47 (2) 1 (6) Total, included in employee benefits expense 40 36 40 2013 2012 2011 14 4 88 5 (4) 60 – (206) (18) (1) (50) – (12) 6 6 107 (165) (50) The following table presents movements in pension remeasurements recognized in other comprehensive income: EURm Return on plan assets (excl. interest income), gain/(loss) Changes in demographic assumptions, gain Changes in financial assumptions, gain/(loss) Experience adjustments, gain/(loss) Current year change in asset ceiling Total remeasurement included in OCI Annual Report 2013 71 72 Notes to the Consolidated Financial Statements Actuarial assumptions The following table presents principal actuarial weighted average assumptions used for determining the defined benefit obligation: % 2013 2012 Discount rate for determining present values Annual rate of increase in future compensation levels Pension growth rate Inflation rate 4.06 2.35 1.73 1.96 3.54 2.36 1.64 1.82 Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country. The following table presents the discount rates and mortality tables that have been used for the significant plans: Discount rate % Germany United Kingdom India Switzerland Total weighted average for all countries Mortality table 2013 2012 3.70 4.50 9.00 2.20 4.06 3.20 4.10 8.30 1.60 3.54 2013 Richttafeln 2005 G S1NA Light1 LIC (2006-08) Ultimate BVG2010G Tables unadjusted for males and rated down by two years for females. 1 The following table presents the sensitivity of the defined benefit obligation to changes in the principal actuarial assumptions: (Increase)/decrease of defined benefit obligation EURm Discount rate for determining present values Annual rate of increase in future compensation levels Pension growth rate Inflation rate Life expectancy Change in assumption Increase in assumption Decrease in assumption 1.0% 1.0% 1.0% 1.0% 1 year 158 (23) (113) (122) (21) (207) 20 111 114 21 The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant and may not be representative of the actual impact of changes. If more than one assumption is changed simultaneously, the combined impact of changes will not necessarily be the same as the sum of the individual changes. If the assumptions change to a different level to that presented above, the effect on the defined benefit obligation may not be linear. The methods and types of assumptions used in preparing the sensitivity analyses are the same as in the previous period. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as when calculating the post-employment benefit obligation recognized in the statement of financial position; specifically, the present value of the defined benefit obligation calculated with the projected unit credit method. Increases and decreases in the discount rate, rate of increase in future compensation levels, pension growth rate and inflation, which are used in determining the defined benefit obligation, do not have a symmetrical effect on the defined benefit obligation primarily due to the compound interest effect created when determining the net present value of the future benefit. Investment strategies The objective of investment activities is to maximize the excess of plan assets over the projected benefit obligations and to achieve asset performance at least in line with the interest costs in order to minimize required future employer contributions. To achieve these goals, the Group uses an asset-liability matching (‘ALM’) framework, which forms the basis for its strategic asset allocation of the respective plans. The Group also takes into consideration other factors in addition to the discount rate, such as inflation and longevity. The results of the asset-liability matching framework are implemented on plan level. Nokia Solutions and Networks Notes to the Consolidated Financial Statements The Group’s pension governance does not allow direct investments and requires all investments to be placed either in funds or by professional asset managers. Derivative instruments are permitted and are used to change risk characteristics as part of the German plan assets. The performance and risk profile of investments is constantly monitored on a stand-alone basis as well as in the broader portfolio context. One risk is a decline in the plan’s funded status as a result of the adverse development of plan assets and/or defined benefit obligations. The application of the ALM framework focuses on minimizing such risks. The process used by the Group to manage its risk is the same as in the previous period. Disaggregation of plan assets The following table presents the composition of plan assets by asset category: 2013 EURm 2012 Quoted Unquoted Total % Quoted Unquoted Total % Asset category: Equity securities Debt securities Insurance contracts Real estate Short-term investments Other 300 564 – – 92 – – 66 66 57 – 57 300 630 66 57 92 57 25% 52% 5% 5% 8% 5% 296 630 – – 49 – – 60 62 62 – 74 296 690 62 62 49 74 24% 56% 5% 5% 4% 6% Total 956 246 1 202 100% 975 258 1 233 100% All short-term investments and equity securities, and nearly all fixed income securities have quoted market prices in active markets. Equity securities represent investments in equity funds and direct investments. Debt securities represent investments in government and corporate bonds, as well as investments in bond funds. Debt securities may also include investments in funds and direct investments. Insurance contracts are customary pension insurance contracts structured under domestic law in the respective countries. Real estate investments are investments in real estate funds which invest in a diverse range of real estate properties. Short-term investments are liquid assets or cash which are held for a short period of time, with the primary purpose of controlling the tactical asset allocation. The other category includes commodities as well as alternative investments, including derivative financial instruments. Financial statements Future cash flows Employer contributions expected to be paid into the post-employment defined benefit plans in 2014 are EUR 19 million and the weighted average duration of the defined benefit obligations is 14.2 years at December, 31 2013. The following table presents expected maturity analysis of undiscounted payments from the defined benefit plans: EURm Pension benefits Within 1 year Between 1 and 5 years Between 5 and 10 years Between 10 and 20 years Over 20 years Total 25 116 223 758 1 721 2 843 9 Depreciation and amortization The following table presents depreciation and amortization by function: EURm 2013 2012 2011 Cost of sales Research and development Selling and marketing Administrative and general 56 120 84 53 74 180 271 62 74 261 312 64 Total 313 587 711 The above table includes depreciation and amortization related to discontinued operations of EUR 11 million in 2012 and EUR 19 million in 2011. Annual Report 2013 73 74 Notes to the Consolidated Financial Statements 10 Other income and expenses The following table presents other income: EURm Gains on hedging forecasted sales and purchases Interest income from customer receivables and overdue payments Rental income Gains on sale of property, plant and equipment Other Total 2013 2012 2011 36 27 17 11 28 26 10 13 – 56 2 11 17 11 51 119 105 92 2013 2012 2011 43 42 37 24 24 22 15 19 40 50 18 6 18 38 20 33 33 19 26 – (8) (35) 8 36 226 223 79 2013 2012 2011 19 1 13 2 12 3 Other includes various amounts which are individually insignificant. The following table presents other expenses: EURm Sale of receivables transactions Divestments of businesses (Note 12, Note 13) VAT and other indirect tax provisions Country/contract exit charges Losses on hedging forecasted sales and purchases Bad debt write-offs and movements in doubtful account allowances Losses on sale of property, plant and equipment Other Total Other includes various amounts which are individually insignificant. 11 Financial income and expenses EURm Interest income on available-for-sale financial instruments Other financial income Total financial income 20 15 15 Interest expense on financial liabilities carried at amortized cost Other financial expenses (96) (8) (113) (10) (95) (13) Total financial expenses (104) (123) (108) Net foreign exchange gains/(losses): From foreign exchange derivatives designated at fair value through profit and loss From statement of financial position items revaluation Net losses on other derivatives designated at fair value through profit and loss account 60 (119) – (28) (171) – 58 (114) (2) Total other financial results Total (59) (199) (58) (143) (307) (151) Nokia Solutions and Networks Notes to the Consolidated Financial Statements 12 Acquisitions and disposals Disposals treated as discontinued operations On May 6, 2013 the Group concluded the sale of its Optical Networks business to Marlin Equity Partners. The disposal has been presented as a discontinued operation for the years ended December 31, 2012 and 2013. The transaction involved the complete Optical Networks product portfolio, services offering and existing customer contracts. The divestment was carried out as part of the implementation of the Group’s strategy to focus on mobile broadband and services. The loss on disposal recognized is EUR 115 million, which is attributable to the derecognition of the assets and liabilities transferred of EUR 75 million and payment of EUR 40 million cash to the acquiror. When the Group disposes of businesses, gains and losses recorded at the date of disposal may change depending on the outcome of post closing settlement negotiations. The assets and liabilities disposed of were as follows: EURm May 6, 2013 Non-current assets Deferred tax assets 11 Current assets Inventories Accounts receivable, net of allowances for doubtful accounts 80 19 Total assets disposed of 110 Non-current liabilities Deferred tax liabilities 7 Current liabilities Accrued expenses1 Provisions 23 5 Total liabilities disposed of 35 Accrued expenses include EUR 9 million relating to additional payments expected to be made to the buyer under the purchase price mechanism. 1 The results of the disposal group are included in the consolidated income statement up to the date of disposal. EURm 2013 2012 2011 Net sales Cost of sales 110 (72) 407 (283) 396 (302) Gross profit Research and development expenses Selling and marketing expenses Administrative and general expenses Other expenses 38 (29) (11) (10) (121) 124 (110) (28) (20) (24) 94 (130) (28) (18) – Loss before tax from discontinued operations Income tax expense (133) – (58) (5) (82) (5) Loss for the year from discontinued operations (133) (63) (87) Financial statements The results of discontinued operations, involving the Optical Networks business, are as follows for the years ended December 31: In order to determine the results for the discontinued operations, revenues and costs have been allocated to the business only to the extent that the Group will no longer be entitled to revenues or incur expenses once the business is disposed of. Annual Report 2013 75 76 Notes to the Consolidated Financial Statements Net cash flows from discontinued operations are as follows for the years ended December 31: EURm 2013 2012 2011 Operating cash flow Investing cash flow (29) (44) (28) (12) (84) (15) Total cash flow (73) (40) (99) The financing of the Group is managed on a centralized basis and as such, there are no financing cash flows associated with discontinued operations. Disposals not treated as discontinued operations 2013 The sale of the Business Support Systems business to Redknee Solutions, Inc. was completed on March 29, 2013. Assets, amounting to EUR 26 million, and liabilities, amounting to EUR 17 million, were disposed of at the date of closing. Consideration received on the disposal amounted to EUR 10 million in cash. The loss on disposal is EUR 1 million, after the deduction of EUR 2 million of other contractual net expenses. The agreement with Redknee Solutions, Inc. includes an earn-out clause, which the Group does not expect to have a material financial impact in 2014. The Business Support Systems business is reported in ‘All other segments’ in Note 3, Segment information. The results of businesses disposed of are included in the consolidated income statement up to the date of disposal. The assets and liabilities disposed of were as follows: EURm March 29, 2013 Non-current assets Property, plant and equipment 10 Current assets Inventories Prepaid expenses and accrued income 3 13 Total assets disposed of 26 Accrued expenses Provisions 14 3 Total liabilities disposed of 17 Additionally in 2013, the Group recognized charges of EUR 41 million in connection with settlements and other expenses arising from the disposals of the WiMax, microwave transport and fixed line broadband access businesses, effected in 2012, which is included in other expenses in the consolidated income statement. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 2012 In 2012, the Group divested several non-core businesses as part of the implementation of its strategy to focus on mobile broadband and services. On January 11, 2012 the Group entered into an agreement with Motorola Solutions Inc. to transfer all assets and liabilities related to the Norwegian nationwide TETRA Nødnett project, including associated employees. The transaction was completed on February 24, 2012. The sale of the WiMax business to NewNet Communication Technologies, LLC was completed on February 3, 2012. On May 3, 2012 the Group concluded the sale of its fixed line broadband access business to Adtran Inc., and on June 1, 2012 the initial closing of the transaction to sell the microwave transport business to DragonWave Inc. was completed. Additionally, the Group carried out three other disposals that did not have a material impact on the consolidated financial statements. The total net consideration paid in connection with 2012 disposals amounted to EUR 124 million in cash and shares with fair market value of EUR 5 million were received. The results of businesses disposed of were included in the consolidated income statement up to the date of disposal. The assets and liabilities disposed of were as follows: EURm 2012 Intangible assets Inventories Accounts receivable Prepaid expenses and accrued income 1 24 28 1 Total assets disposed of 54 Accounts payable Accrued expenses Provisions 19 13 117 Total liabilities disposed of 149 Additionally, provisions of EUR 26 million were recognized for contractual obligations entered into at closing. A net loss of EUR 50 million arising from the sale of these businesses was included in other expenses in the consolidated income statement for the year ended December 31, 2012. There were no disposals in 2011. Annual Report 2013 Financial statements Acquisitions On April 30, 2012 the Group completed the accounting for the Motorola Solutions’ networks business combination, which was effected on April 30, 2011. The acquired business consisted of Motorola Solutions’ wireless networks infrastructure equipment manufacturing and sales operations, including the GSM, CDMA, WCDMA, WiMAX and LTE product portfolios and services offerings, and was carried out through a combination of asset and share deals. The business acquisition strengthened the Group’s position in certain regions, particularly North America and Japan. The goodwill of EUR 164 million arising from the acquisition is attributable to the increased presence in these key markets and the assembled workforce. The majority of the goodwill acquired is deductible for income tax purposes. 77 78 Notes to the Consolidated Financial Statements The following table summarizes the final fair values of assets acquired, liabilities assumed and the non-controlling interest at the acquisition date: EURm Final fair values Total cash consideration 642 Non-current assets Goodwill Intangible assets subject to amortization: Developed technology Customer relationships Other intangible assets 164 156 195 3 518 97 6 36 Property, plant and equipment Investments in associates Deferred tax assets 657 Current assets Inventories Accounts receivable Prepaid expenses and accrued income Bank and cash 103 222 20 31 Total assets acquired 376 1 033 Non-current liabilities Deferred tax liabilities Other long-term liabilities 15 15 30 Current liabilities Accounts payable Accrued expenses Provisions 153 164 28 Total liabilities assumed Non-controlling interest 345 375 16 Net assets acquired 642 The fair values of developed technology and customer relationships acquired in the deal have been estimated through relief from royalty and excess earnings methods of valuation, respectively. Key assumptions applied in the valuation models included royalty rates ranging from 3% to 10% for the developed technology, and a discount rate of 14.1% for customer relationships. The acquisition of the Motorola Solutions’ networks business included a contingent consideration arrangement that required Motorola Solutions to make installment payments to the Group subject to certain conditions being fulfilled by the Group. The maximum amount of installment payments under the arrangement, EUR 85 million, was received, of which EUR 68 million was received in 2012 and EUR 17 million in 2011. On receipt of the final payment in 2012, EUR 4 million was recognized in the consolidated income statement as the consideration received was in excess of the fair value of the EUR 81 million receivable recognized. The fair value of accounts receivable of EUR 222 million includes trade receivables with a fair value of EUR 146 million. The gross contractual amount for trade receivables due at the date of acquisition was EUR 255 million, of which EUR 109 million was expected to be uncollectible. Acquisition-related costs of EUR 4 million and EUR 8 million for 2011 and 2010, respectively, were included in the consolidated income statement in administrative and general expenses. Nokia Solutions and Networks Notes to the Consolidated Financial Statements From the date of acquisition on April 30, 2011 the Group included net sales of EUR 894 million and a net loss of EUR 4 million for the year ended December 31, 2011 in respect of the acquired Motorola Solutions’ networks business. The net loss included EUR 39 million related to restructuring charges and EUR 48 million related to the amortization of acquired intangible assets and other purchase price accounting related charges. The Group’s net sales and net loss for the year ended December 31, 2011 would have been EUR 14 828 million and EUR 612 million, respectively, had the acquisition occurred on January 1, 2011. This unaudited pro forma information is not necessarily indicative of the results of the combined operations had the acquisition actually occurred on January 1, 2011 or indicative of the future results of the combined operations. The non-controlling interest (representing 49% of Motorola Solutions’ Hangzhou subsidiary) in the Motorola Solutions’ networks business recognized at the acquisition date was measured at the present ownership interests’ proportionate share in the recognized amounts of the acquiree’s net identifiable assets and amounted to EUR 16 million. On January 3, 2011 the Group acquired 100% of the share capital of Iris Telekomünikasyon Mühendislik Hizmetleri A.S, a telecom and engineering services provider with its headquarters in Istanbul, Turkey. The purchase consideration paid and goodwill arising from the acquisition amounted to EUR 20 million and EUR 6 million, respectively. 13 Impairment Goodwill For the purpose of impairment testing, goodwill is allocated to the Group’s cash-generating units or groups of cash-generating units (‘CGUs’) that are expected to benefit from the synergies of the business combination in which the goodwill arose. The recoverable amounts of the groups of cash-generating units were determined based on fair value less costs of disposal. In the absence of observable market prices, the fair values less costs of disposal were estimated based on an income approach, specifically a discounted cash flow model. The level of the fair value hierarchy within which the fair value measurement is categorized is Level 3. The cash flow projections employed in the model were based on financial plans approved by management covering an explicit forecast period of three years. Cash flows in the subsequent periods reflect a realistic pattern of slowing growth that declines towards an estimated terminal growth rate utilized in the terminal period. The terminal growth rates utilized do not exceed the long-term average growth rates for the industry and economies in which the cash-generating units operate. The projections utilized are consistent with external sources of information wherever available. 2013 Radio Access Networks group of CGUs in Mobile Broadband Global Services group of CGUs Total 2012 Radio Access Networks group of CGUs in Mobile Broadband Global Services group of CGUs Total Carrying amount of goodwill EURm Terminal growth rate % Discount rate post-tax % 85 88 1.50 0.50 10.82 10.14 1.37 0.00 10.88 9.68 Financial statements The key assumptions applied in the impairment testing analysis and goodwill allocated to each group of cash-generating units at December 31 are presented in the tables below: 173 90 92 182 Other key variables within the future cash flow projections utilized include assumptions around estimated sales growth, gross margin and operating margin. Goodwill impairment testing was initially carried out at September 30, 2013 and re-performed at November 30, 2013 to align the Group’s annual impairment testing with the annual financial planning cycle. The re-performance of the goodwill impairment testing did not result in any changes to the goodwill carrying values. Annual Report 2013 79 80 Notes to the Consolidated Financial Statements The goodwill impairment testing analysis did not result in impairment charges. The recoverable amounts were EUR 3.1 billion and EUR 3.9 billion for the Radio Access Networks group of CGUs and the Global Services group of CGUs, respectively. A sensitivity analysis has been carried out with respect to the operating margin and the discount rate assumptions applied (gross margin and discount rate assumptions applied in 2012). The recoverable amounts calculated based on the sensitized assumptions do not indicate impairment in 2013 or 2012. Further, no reasonably possible changes in other key assumptions on which the Group has based its determination of the recoverable amounts would result in impairment charges in 2013 or 2012. Other intangible assets In 2012, the Group recognized a charge of EUR 8 million on intangible assets in connection with its decision to cease product development for certain operations. This impairment charge is included in other expenses in the consolidated income statement. Property, plant and equipment In 2013, the Group recognized an impairment charge of EUR 6 million on property, plant and equipment as a result of the remeasurement of the Optical Networks disposal group at fair value less costs of disposal, prior to its divestment on May 6, 2013. Refer to Note 12, Acquisitions and disposals. This impairment charge is included in loss for the year from discontinued operations in the consolidated income statement. Investments in associates and other companies In 2012, the Group recognized an impairment charge of EUR 6 million to adjust investment in one of its associates to the recoverable amount. This impairment charge was recognized in other expenses in the consolidated income statement. Non-current assets and disposal groups held for sale In 2012, the Group recognized impairment charges of EUR 23 million on the property, plant and equipment of the Optical Networks business (refer to Note 31, Non-current assets and disposal groups classified as held for sale). The impairment charge is included in loss for the year from discontinued operations in the consolidated income statement. In 2011, the Group recognized impairment charges totaling EUR 19 million as a result of writing down the carrying amount of certain disposal groups classified as held for sale to the fair value less costs of disposal. The impairment charge is included within other expenses in the consolidated income statement. Other assets In 2013, the Group recognized an impairment charge of EUR 2 million on the sale of an available-for-sale investment. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 14 Income tax expense EURm 2013 2012 2011 Income tax expense/(benefit) Current tax Deferred tax 318 (50) 239 103 270 (35) Total 268 342 235 4 264 (9) 351 (13) 248 268 342 235 Netherlands Other countries Total The difference between the income tax expense computed at the statutory rate in the Netherlands of 25% and income tax expenses recognized in the consolidated income statement is reconciled as follows at December 31: EURm 2013 2012 2011 Income tax expense/(benefit) at statutory rate Increase in valuation adjustments of deferred tax assets1 Permanent differences Taxes for prior years Net increase/(decrease) in uncertain tax positions Changes in income tax rates Effect of different statutory tax rates in foreign subsidiaries Change of deferred tax liability on undistributed earnings Benefit arising from previously unrecognized tax losses and temporary differences Other 104 84 29 19 14 7 6 6 – (1) (259) 639 31 (18) (24) 5 (28) 1 – (5) (94) 265 30 1 5 6 13 9 (9) 9 Total income tax expense 268 342 235 In 2013, this item primarily relates to Finnish tax losses and temporary differences and German temporary differences for which no deferred tax was recognized. In 2012, this item primarily related to Finnish tax losses and temporary differences and German tax losses and temporary differences for which no deferred tax was recognized. In 2011, this item primarily related to Finnish tax losses and temporary differences for which no deferred tax was recognized. 1 Financial statements Income tax returns of certain Group companies for the years prior to and after the formation of the Group are under examination by the relevant tax authorities. The Group does not believe that any significant additional taxes in excess of those already provided for will arise as a result of these examinations. Annual Report 2013 81 82 Notes to the Consolidated Financial Statements 15 Intangible assets EURm 2013 2012 Goodwill Acquisition cost January 1 Translation differences Acquisitions1 182 (9) – 173 (1) 10 Accumulated acquisition cost December 31 173 182 Net book value January 1 Net book value December 31 182 173 173 182 2 976 (20) 13 – (6) 3 021 (2) 25 (51) (17) Other intangible assets Acquisition cost January 1 Translation differences Additions Impairment losses Disposals and retirements Accumulated acquisition cost December 31 2 963 2 976 Accumulated amortization January 1 Translation differences Disposals and retirements Impairment losses Amortization (2 589) 1 5 – (121) (2 328) (1) 16 43 (319) Accumulated amortization December 31 (2 704) (2 589) Net book value January 1 Net book value December 31 387 259 693 387 Capitalized development costs2 Acquisition cost January 1 Disposals and retirements 816 (6) 823 (7) Accumulated acquisition cost December 31 810 816 Accumulated amortization January 1 Disposals and retirements Amortization (816) 6 – (817) 7 (6) Accumulated amortization December 31 (810) (816) – – 6 – Net book value January 1 Net book value December 31 Goodwill adjustment resulting from a fair value adjustment relating to the acquisition of Motorola Solutions’ networks business (refer to Note 12, Acquisitions and disposals). Capitalized development costs are included in other intangible assets in the consolidated statement of financial position. 1 2 At December 31, 2013, other intangible assets include customer relationships with a carrying value of EUR 125 million (EUR 217 million in 2012) and developed technology with a carrying value of EUR 100 million (EUR 131 million in 2012). The remaining amortization period ranges from one to four years for customer relationships and two to four years for developed technology. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 16 Property, plant and equipment EURm Land and water areas Acquisition cost January 1 Translation differences Disposals and retirements Accumulated acquisition cost December 31 2013 2012 10 – (3) 9 1 – 10 9 10 263 (20) 24 – (37) 266 (2) 32 (1) (32) Accumulated acquisition cost December 31 230 263 Accumulated depreciation January 1 Translation differences Disposals and retirements Depreciation (113) 11 23 (35) (96) 1 25 (43) Accumulated depreciation December 31 (114) (113) Net book value January 1 Net book value December 31 150 116 170 150 1 531 (41) 127 – (17) (128) – 1 673 – 173 (8) (86) (177) (44) Buildings and constructions Acquisition cost January 1 Translation differences Additions Impairment losses Disposals and retirements Machinery and equipment Acquisition cost January 1 Translation differences Additions Acquisitions¹ Impairment losses Disposals and retirements Assets classified as held for sale Accumulated acquisition cost December 31 1 472 1 531 Accumulated depreciation January 1 Translation differences Impairment losses Disposals and retirements Assets classified as held for sale Depreciation (1 199) 34 11 107 – (157) (1 247) – 63 169 35 (219) Accumulated depreciation December 31 (1 204) (1 199) 332 268 426 332 17 (2) 7 – 36 (3) 13 (2) – (7) (2) (5) (12) (10) 13 17 404 509 Net book value January 1 Net book value December 31 Advance payments and fixed assets under construction Net carrying amount January 1 Translation differences Additions Disposals and retirements Transfers to: Other intangible assets Buildings and constructions Machinery and equipment Net carrying amount December 31 Total property, plant and equipment Financial statements 7 10 7 Net book value January 1 Net book value December 31 Fair value adjustment relating to the acquisition of Motorola Solutions’ networks business (refer to Note 12, Acquisitions and disposals). 1 Annual Report 2013 83 84 Notes to the Consolidated Financial Statements 17 Principal group companies The following table presents a list of the Group’s significant subsidiaries at December 31, 2013: Country of incorporation and place of business Primary nature of business Group ownership interest Group voting interest Nokia Solutions and Networks Oy Helsinki, Finland Nokia Solutions and Networks US LLC Delaware, U.S. Nokia Solutions and Networks Japan Corp. Tokyo, Japan Nokia Solutions and Networks India Private Limited New Delhi, India Nokia Solutions and Networks System Technology (Beijing) Co., Ltd. Beijing, China Nokia Solutions and Networks Branch Operations Oy Helsinki, Finland Nokia Solutions and Networks Korea Ltd. Seoul, South Korea Nokia Solutions and Networks do Brasil Telecomunicações Ltda. Sao Paolo, Brazil Nokia Solutions and Networks Technology Service Co., Ltd. Beijing, China Sales and manufacturing company Sales company Sales company Sales and manufacturing company Sales company Sales company Sales company Sales company Sales company 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Company 18 Investments in associates EURm 2013 2012 Net carrying amount of associates January 1 Translation differences Additions Share of results Dividends Impairment Disposals Share of other comprehensive income 31 (1) 2 8 (5) – – 1 28 – – 8 – (6) (3) 4 Net carrying amount of associates December 31 36 31 The Group’s investments in associates are in unlisted companies in all years presented. The Group has immaterial interests in seven associates. The reporting date of the financial statements used for calculation is within three months of the Group’s period end. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 19 Deferred taxes EURm 2013 2012 Deferred tax assets: Inter-company profit in inventory Tax losses carried forward and unused tax credits 1 Non-current assets2, 3 Current assets, current liabilities and other provisions Other temporary differences 1 Reclassification due to netting of deferred tax assets and liabilities on company level 48 128 282 299 5 (250) 58 98 301 320 – (301) Total deferred tax assets 512 476 Deferred tax liabilities: Undistributed earnings Non-current assets2, 3 Current assets, current liabilities and other provisions Other temporary differences Reclassification due to netting of deferred tax assets and liabilities on company level (23) (210) (58) (3) 250 (20) (212) (85) (9) 301 Total deferred tax liabilities (44) (25) Net balance 468 451 5 11 Tax credited to other comprehensive income at end of year3 Unused tax credits have been reclassified from other temporary differences to tax losses carried forward and unused tax credits in 2013 and reclassified for comparability purposes in 2012. 2 Non-current assets include pension related deferred tax and purchase price accounting related amortization of intangible assets. Pension related deferred tax has been reclassified from current assets, current liabilities and other provisions for comparability purposes in 2012. 3 The Group’s financial statements for the year ended December 31, 2012 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). 1 At December 31, 2013 the Group has loss carry forwards primarily attributable to group companies of EUR 3 134 million (EUR 3 051 million in 2012), of which EUR 2 365 million (EUR 1 698 million in 2012) will expire within ten years. Financial statements At December 31, 2013 the Group has loss carry forwards and temporary differences of EUR 6 009 million (EUR 6 389 million in 2012) and EUR 285 million of tax credits (EUR 237 million in 2012) for which no deferred tax assets were recognized in the consolidated financial statements due to a history of recent losses in certain jurisdictions. The non-recognized deferred tax assets relate primarily to Finland and Germany. The amount of temporary differences for which no deferred tax assets were recognized was EUR 3 190 million (EUR 3 618 million in 2012) and the corresponding amount of loss carry forwards was EUR 2 819 million (EUR 2 771 million in 2012). EUR 2 194 million of these loss carry forwards (EUR 1 548 million in 2012) will expire within ten years and EUR 625 million (EUR 1 223 million in 2012) of these loss carry forwards have no expiry date. Tax credits for which no deferred tax assets were recognized expire within five years. At December 31, 2013, the Group has approximately EUR 1.5 billion of unrecognized net deferred tax assets, of which approximately EUR 1.3 billion relate to Finland (calculated at 20% tax rate) and have not been recognized in the consolidated financial statements due to the Group’s history of losses in Finland. A significant portion of the Finnish deferred tax assets are indefinite in nature and available against future Finnish taxable income. The Group will continue to closely monitor the realizability of these deferred tax assets, including assessing future financial performance in Finland. Should the recent improvements in financial results be sustained, all or part of the unrecognized deferred tax assets may be recognized in the future. The recognition of the remaining deferred tax assets is supported mainly by profit projections in the relevant jurisdictions. The change in Group ownership (refer to Note 1, Accounting principles) has led to an indirect change in the ownership of entities in Germany and as a result EUR 317 million of corporate tax losses and EUR 383 million of trade tax losses were forfeited in Germany. There is no income statement impact in 2013 as the deferred tax asset on these losses was written off in 2012. At December 31, 2013 the Group has undistributed earnings of EUR 311 million (EUR 347 million in 2012) for which no deferred tax liability was recognized as these earnings will not reverse in the foreseeable future. Annual Report 2013 85 86 Notes to the Consolidated Financial Statements 20 Fair value of financial instruments The following tables present the carrying amounts and the fair values of financial instruments by measurement category at December 31: Carrying amounts EURm Current Non-current availableavailablefor-sale for-sale financial financial assets assets 2013 Available-for-sale investments1 Long-term loans receivable2 Accounts receivable Current portion of long-term loans receivable3 Derivative and other current financial assets Fixed income and money-market investments carried at fair value 924 Total financial assets 924 69 29 2 864 29 94 69 3 016 Financial liabilities measured at amortized cost 30 – 708 Total financial assets 708 – 3 – 156 63 4 111 37 9 156 4 220 Long-term interest-bearing liabilities Current portion of long-term loans payable Short-term borrowings Other financial liabilities Accounts payable – 16 – 30 29 2 864 29 163 30 28 2 864 29 163 924 924 4 038 895 86 110 1 787 895 86 110 3 1 787 1 000 86 110 3 1 787 2 878 2 881 2 986 29 63 4 111 37 165 29 60 4 111 37 165 708 708 – 5 113 5 110 821 195 134 2 352 821 195 134 16 2 352 824 195 134 16 2 352 3 502 3 518 3 521 16 – Fair value 4 039 29 29 Total carrying amounts – 3 2012 Available-for-sale investments1 Long-term loans receivable2 Accounts receivable Current portion of long-term loans receivable3 Derivative and other current financial assets Fixed income and money-market investments carried at fair value Total financial liabilities Loans and receivables measured at amortized cost 30 Long-term interest-bearing liabilities Current portion of long-term loans payable Short-term borrowings Other financial liabilities Accounts payable Total financial liabilities Financial assets and liabilities at fair value through profit or loss Includes investments carried at fair value and investments in publicly quoted equity shares of EUR 28 million and EUR 2 million, respectively (EUR 24 million and EUR 5 million in 2012). 2 Includes EUR 10 million (EUR 39 million in 2012) relating to customer financing. 3 Includes EUR 29 million (EUR 35 million in 2012) relating to customer financing. 1 Nokia Solutions and Networks Notes to the Consolidated Financial Statements The fair value of long-term loans receivable is measured by amortizing the future cash flows of customer loans using the current credit risk factor (discount factor) of the borrower, whereas the carrying amount is based on the effective interest rate. The fair values of accounts receivable and accounts payable are assumed to approximate their carrying amounts due to their short-term nature. The fair values are estimated to be equal to the carrying amounts for short-term financial assets and financial liabilities due to the limited credit risk and short maturity. Fixed income and money-market investments include available-for-sale investments, cash equivalents of EUR 924 million (EUR 706 million in 2012) and available-for-sale investments, liquid assets of EUR 0 million (EUR 2 million in 2012). The fair value of long-term interest bearing liabilities is determined with reference to quoted yield curves. Derivative and other current financial assets include EUR 69 million derivative assets (EUR 156 million in 2012). Other financial liabilities include derivative liabilities. Short-term borrowings includes EUR 76 million (EUR 2 million in 2012) non-interest bearing payables relating to cash held temporarily due to the divested businesses and EUR 7 million (EUR 8 million in 2012) related to the sale of receivable arrangements in China. The payables have been reclassified from other financial liabilities to short-term borrowings for comparability purposes for 2012 (refer to Note 28, Loans and borrowings). The fair value of short-term borrowings is assumed to approximate the carrying amount due to its short-term nature. For information on the valuation of items measured at fair value refer to Note 1, Accounting principles. Refer to Note 21, Derivative financial instruments for the split of hedge accounted and non-hedge accounted derivatives. Offsetting financial assets and financial liabilities The following tables present financial assets and liabilities subject to offsetting under enforceable master netting agreements and similar arrangements at December 31: Gross amounts of financial assets/ (liabilities) Gross amounts of financial liabilities/(assets) set off in the statement of financial position Net amounts of financial assets/(liabilities) presented in the statement of financial position Financial instruments assets/(liabilities) Cash collateral received/ (pledged) Net amount 2013 Derivative assets Derivative liabilities 69 (3) – – 69 (3) 3 (3) – – 66 – Total 66 – 66 – – 66 2012 Derivative assets Derivative liabilities 156 (16) – – 156 (16) 15 (15) – – 141 (1) Total 140 – 140 – – 140 EURm Related amounts not set off in the statement of financial position Financial statements The financial instruments subject to enforceable master netting agreements and similar arrangements are not offset in the consolidated statement of financial position in cases where there is no intention to settle net, or realize the asset and settle the liability simultaneously. Annual Report 2013 87 88 Notes to the Consolidated Financial Statements Fair value hierarchy Financial assets and liabilities recorded at fair value are categorized based on the amount of unobservable inputs used to measure their fair value. Three hierarchical levels are based on an increasing amount of judgment associated with the inputs used to derive fair valuation for these assets and liabilities. At the end of each reporting period, the Group categorizes its financial assets and liabilities to an appropriate level of the fair value hierarchy. Items included in the following tables are measured at fair value on a recurring basis. The following tables present the valuation methods used to determine the fair values of financial instruments carried at fair value at December 31: Instruments with quoted prices in active markets (Level 1) Valuation technique using observable data (Level 2) Valuation technique using non-observable data (Level 3) Total 924 – – 924 2 – – – 18 69 – 10 – 2 28 69 926 87 10 1 023 Derivative liabilities – 3 – 3 Total financial liabilities – 3 – 3 708 – – 708 5 – – – 14 156 – 10 – 5 24 156 EURm 2013 Fixed income and money-market investments carried at fair value Available-for-sale investments in publicly quoted equity shares Other available-for-sale investments carried at fair value Derivative assets Total financial assets 2012 Fixed income and money-market investments carried at fair value Available-for-sale investments in publicly quoted equity shares Other available-for-sale investments carried at fair value Derivative assets Total financial assets 713 170 10 893 Derivative liabilities – 16 – 16 Total financial liabilities – 16 – 16 Level 1 includes financial assets and liabilities that are measured in whole or significant part by reference to published quotes in an active market. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. This level includes listed bonds and other securities, listed shares and exchange traded derivatives. Level 2 includes financial assets and liabilities measured using a valuation technique based on assumptions that are supported by prices from observable current market transactions. These include assets and liabilities for which pricing is obtained via pricing services but where prices have not been determined in an active market, financial assets with fair values based on broker quotes, investments in private equity funds with fair values obtained via fund managers and assets that are valued using the Group’s own valuation models in which the material assumptions are market observable. The majority of the Group’s over-the-counter derivatives and certain other instruments not traded in active markets fall within this level. Level 3 valuation techniques using non-observable inputs mean that fair values are determined in whole or in part using a valuation technique based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. However, the fair value measurement objective remains the same, that is, to estimate an exit price from the Group’s perspective. The main asset classes in this level are unlisted equity investments and unlisted funds. There have been no transfers between Levels 1, 2 and 3 during the years presented. The fair value of financial instruments reported under level 3 were EUR 10 million in 2013 and 2012 (EUR 9 million in 2011). There were no material movements or transactions in 2013 and 2012. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 21 Derivative financial instruments Assets EURm Fair value1 Liabilities Notional2 Fair value1 Notional2 2013 Cash flow hedges: Forward foreign exchange contracts Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss: Forward foreign exchange contracts Currency options bought – 308 (1) 453 64 5 2 615 332 (2) – 1 371 – Total 69 3 255 (3) 1 824 2012 Cash flow hedges: Forward foreign exchange contracts Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss: Forward foreign exchange contracts Currency options bought Currency options sold Interest rate swaps – 40 (2) 1 111 143 12 – 1 4 400 503 – 150 (12) – – (2) 1 545 – 54 150 Total 156 5 093 (16) 2 860 In the statement of financial position, the fair value of derivative financial instruments is included in other financial assets and in other financial liabilities. Includes the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a measure or indication of market risk as the exposure of certain contracts may be offset by that of other contracts. 1 2 Financial statements Annual Report 2013 89 90 Notes to the Consolidated Financial Statements 22 Inventories EURm 2013 2012 Raw materials and supplies Work in progress Finished goods Advances to suppliers 143 136 512 1 200 217 564 3 Total 792 984 The cost of inventories recognized as an expense during the year and included in cost of sales is EUR 2 875 million (EUR 3 868 million in 2012 and EUR 4 266 million in 2011). Movements in allowances for excess and obsolete inventory: EURm 2013 2012 2011 At January 1 Charged to income statement Deductions 238 39 (102) 223 142 (127) 225 105 (107) At December 31 175 238 223 Deductions include utilization and releases of allowances. In 2012, deductions also included a reclassification to assets of disposal groups classified as held for sale of EUR 39 million (EUR 2 million in 2011). Refer to Note 31, Non-current assets and disposal groups classified as held for sale. 23 Allowances for doubtful accounts Movements in allowances for doubtful accounts: EURm 2013 2012 2011 At January 1 Charged to income statement Deductions 120 38 (44) 110 46 (36) 159 43 (92) At December 31 114 120 110 Deductions include utilization and releases of allowances. In 2011, deductions also included reclassifications to assets of disposal groups classified as held for sale of EUR 2 million. Refer to Note 31, Non-current assets and disposal groups classified as held for sale. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 24 Prepaid expenses and accrued income EURm 2013 2012 VAT1 Other taxes2 Deposits Other 175 108 41 174 229 110 45 217 Total3 498 601 Certain VAT balances have been reclassified from other taxes to VAT in 2013 and reclassified for comparability purposes in 2012. There is no change in total prepaid expenses and accrued income as a result of the reclassification. Current income tax assets are shown in a separate line in the consolidated statement of financial position in 2013, and have been reclassified from prepaid expenses and accrued income, other taxes for comparability purposes in 2012. The change in 2012 in prepaid expenses and accrued income as a result of the reclassification is a decrease of EUR 237 million. 3 EUR 41 million of prepaid pension costs for 2012 have been restated to EUR 28 million as a result of the retrospective application of IAS 19R, Employee benefits (refer to Note 8, Pensions). These prepaid pension costs have also been reclassified to non-current assets, resulting in an overall decrease of EUR 41 million in 2012 prepaid expenses and accrued income. 1 2 Other prepaid expenses and accrued income include various amounts which are individually insignificant. 25 Issued share capital and share premium EURm 2012 2011 Share capital Share premium Additional parent contribution 0 9 726 27 0 9 726 18 0 9 726 18 Total 9 753 9 744 9 744 Issued capital comprises: 800 294 fully paid shares 100 073 fully paid ordinary shares 500 fully paid cumulative preference shares Additional parent contribution 9 726 – – 27 – 7 194 2 532 18 – 7 194 2 532 18 Total 9 753 9 744 9 744 2013 2012 2011 400 147 – – – 400 092 50 – 400 092 50 – 5 5 400 147 400 147 400 147 Financial statements 2013 Share capital EUR Authorized and issued share capital comprises: 800 294 fully paid ordinary shares of EUR 0.50 each 100 023 fully paid ordinary shares A, B, C of EUR 4.00 each 50 fully paid ordinary shares D of EUR 1.00 each 500 fully paid cumulative preference shares CPA, CPB, CPC, CPD of EUR 0.01 each Total As a result of the change in the Group’s ownership in 2013 (refer to Note 1, Accounting principles), all of the class A, B, C and D ordinary shares and class CPA, CPB, CPC and CPD cumulative preference shares were converted into a single class of ordinary shares. Each new share confers the right to cast one vote at the General Meeting. Annual Report 2013 91 92 Notes to the Consolidated Financial Statements Legal reserve At December 31, 2013, Nokia Solutions and Networks B.V. has a legal reserve of EUR 97 million (EUR 66 million in 2012 and EUR 68 million in 2011) that is not available for distribution to its shareholders. The legal reserve consists of the portion of the cumulative share in the income of group companies of Nokia Solutions and Networks B.V. which is restricted from distribution due to Dutch regulatory requirements. The legal reserves are included in the accumulated deficit in the consolidated statement of financial position. 26 Currency translation differences EURm Gross Tax Net 93 45 (7) 5 – – 98 45 (7) 131 5 136 (2) (1) – – (2) (1) At December 31, 2012 128 5 133 Exchange differences on translating foreign operations Attributable to non-controlling interests (157) 2 – – (157) 2 (27) 5 (22) At January 1, 2011 Exchange differences on translating foreign operations Attributable to non-controlling interests At December 31, 2011 Exchange differences on translating foreign operations Attributable to non-controlling interests At December 31, 2013 Nokia Solutions and Networks Notes to the Consolidated Financial Statements 27 Fair value and other reserves Pension remeasurements1 EURm At January 1, 2011 Pension remeasurements: Remeasurements of defined benefit plans Cash flow hedges: Net fair value (losses)/gains Transfer of losses to income statement as adjustment to net sales2 Transfer of losses to income statement as adjustment to cost of sales2 Transfer of losses/(gains) as a basis adjustment to assets and liabilities3 Available-for-sale investments: Net fair value losses At December 31, 2011 Pension remeasurements: Remeasurements of defined benefit plans Cash flow hedges: Net fair value gains Transfer of losses to income statement as adjustment to net sales2 Transfer of gains to income statement as adjustment to cost of sales2 At December 31, 2012 At December 31, 2013 Gross Tax Net Gross Tax 33 (12) 21 (35) (3) (50) 15 (35) – – – – – – – Net Total Gross Tax Net (38) – – – – – – – (24) 6 (18) – – 4 – 4 – – 24 – – – – 13 – – – (17) 3 (165) Gross Tax Net (2) (15) (17) – (50) 15 (35) – – (24) 6 (18) – – – 4 – 4 24 – – – 24 – 24 (3) 10 – – – 13 (3) 10 – – – (1) – (1) (1) – (1) (14) (18) – (18) (1) – (1) (36) 3 (33) 8 (157) – – – – – – (165) 8 (157) – – – 30 – 30 – – – 30 – 30 – – – 157 – 157 – – – 157 – 157 – – – (93) – (93) – – – (93) – (93) (182) 11 (171) 76 – 76 (1) – (1) (107) 11 (96) 107 (7) 100 – – – – – – 107 (7) 100 – – – 126 – 126 – – – 126 – 126 – – – (130) – (130) – – – (130) – (130) – – – (23) – (23) – – – (23) – (23) – – – – – – (2) 1 (1) (2) 1 (1) (75) 4 (71) 49 – 49 (3) 1 (2) (29) 5 (24) Financial statements Pension remeasurements: Remeasurements of defined benefit plans Cash flow hedges: Net fair value gains Transfer of gains to income statement as adjustment to net sales2 Transfer of gains to income statement as adjustment to cost of sales2 Available-for-sale investments: Net fair value (losses)/gains Available-for-sale investments Hedging reserve The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). Deferred tax for the Group’s foreign subsidiaries was not recognized at December 31, 2013, 2012 and 2011 due to valuation adjustments. 3 Included in the initial acquisition consideration for the Motorola Solutions’ networks business. Refer to Note 12, Acquisitions and disposals. 1 2 The Group has defined benefit plans. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions for these defined benefit plans are charged or credited to the Pension remeasurements reserve (refer to Note 1, Accounting principles and Note 8, Pensions). The Group applies hedge accounting on certain forward foreign exchange contracts that are designated as cash flow hedges. The change in fair value that reflects the change in spot exchange rates is deferred to the Hedging reserve to the extent that the hedge is effective (refer to Note 1, Accounting principles). Annual Report 2013 93 94 Notes to the Consolidated Financial Statements 28 Loans and borrowings EURm Final maturity 2013 2012 Bond 2018 (EUR 450 million 6.75%) Bond 2020 (EUR 350 million 7.125%) European Investment Bank Nordic Investment Bank Finnish pension loan Firstrand Bank Limited Forward Starting Credit Facility term loan: prepaid March 2013 Differences between Bond nominal and carrying values Other April 2018 April 2020 January 2015 March 2015 October 2015 March 2015 450 350 25 4 44 35 – (18) 5 – – 50 35 88 44 600 – 4 895 821 European Investment Bank Nordic Investment Bank Finnish pension loan Other 25 16 44 1 100 45 44 6 Current portion of long-term interest-bearing liabilities 86 195 Commercial Paper Program Borrowings on committed and uncommitted basis Other1 25 2 83 82 3 49 110 134 1 091 1 150 Long-term interest-bearing liabilities Short-term borrowings Total loans and borrowings 2 Includes EUR 76 million (EUR 2 million in 2012) non-interest bearing payables relating to cash held temporarily due to the divested businesses where the Group continues to perform services within a contractually defined scope for a specified timeframe. Also includes EUR 7 million (EUR 8 million in 2012) related to the sale of receivable arrangements in China. The payables are included in short-term borrowings in the statement of financial position at December 31, 2013 and EUR 10 million has been reclassified from other financial liabilities to short-term borrowings for comparability purposes in 2012. 2 Interest expense amounted to EUR 96 million (EUR 113 million in 2012). 1 In March 2013, the Group issued EUR 450 million of 6.75% Senior Notes due April 2018 and EUR 350 million of 7.125% Senior Notes due April 2020, both at an issue price of 100%. The Notes are listed on the Luxembourg Stock Exchange. The net proceeds of EUR 779 million from the bond issuance were used to prepay the EUR 600 million term loan under the EUR 1 350 million forward starting credit facility and EUR 50 million of the European Investment Bank loan in March 2013 and the remaining proceeds are to be used for general corporate purposes. The notes include covenants restricting, among other things, the Group’s ability to incur or guarantee additional debt, pay dividends, buy back equity and make investments in non-controlling interests, create or incur certain liens and engage in merger, consolidation or asset sales. These covenants, which are customary in the issuance of high yield bonds, are subject to a number of qualifications and exceptions. At December 31, 2013 a revolving credit facility of EUR 750 million remains undrawn under the forward starting credit facility. Nokia Solutions and Networks B.V. acts as the Guarantor for the Finnish pension loan guarantee facility and the EUR 500 million commercial paper program in Finland. Nokia Solutions and Networks B.V. and Nokia Solutions and Networks Oy act as the Guarantors for the Senior Notes, the forward starting credit facility, the European Investment Bank and the Nordic Investment Bank loans. The European Investment Bank and the Nordic Investment Bank loans, the Finnish pension loan guarantee and the forward starting credit facility include financial covenants relating to financial leverage and interest coverage of the Group. The Group’s credit facilities are also subject to cross default provisions. All financial covenants and cross default provisions were satisfied at December 31, 2013. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 29 Provisions EURm Restructuring Project losses Warranty and retrofit Other Total At January 1, 2012 Additional provisions Changes in estimates 86 977 (48) 93 248 (65) 94 49 (28) 193 63 (26) 466 1 337 (167) Charged to income statement Reclassification1 Utilized during year Translation differences 929 – (447) – 183 (4) (128) – 21 (2) (41) – 37 17 (57) (7) 1 170 11 (673) (7) At December 31, 2012 568 144 72 183 967 Additional provisions Changes in estimates 266 (64) 171 (57) 65 (13) 107 (9) 609 (143) Charged to income statement Reclassification1 Utilized during year Translation differences 202 23 (354) (2) 114 – (106) – 52 – (29) (2) 98 – (48) (10) 466 23 (537) (14) At December 31, 2013 437 152 93 223 905 In 2013, the reclassification of restructuring provisions consists of a reclassification to accrued expenses of EUR 2 million and a reclassification from accrued expenses of EUR 25 million. The EUR 25 million reclassification is for a provision for the settlement of remaining claims with Adtran Inc., related to assets and liabilities transferred in connection with the sale of the fixed line broadband access business (refer to Note 12, Acquisitions and disposals). In 2012, the reclassification of other provisions consists of EUR 26 million from accrued expenses for contractual commitments with vendors, and EUR 9 million to accounts payable due to a settlement agreement. All other reclassifications relate to divestments (refer to Note 31, Non-current assets and disposal groups classified as held for sale). 1 The restructuring provision includes personnel and other restructuring related costs, such as real estate exit costs. The majority of outflows of restructuring provisions are expected to occur over the next two years. Provisions for project losses relate to onerous contracts. The Group’s policy for providing for onerous contracts is disclosed in Note 1, Accounting principles. Utilization of provisions for project losses is generally expected to occur over the next 12 months. Financial statements Warranty provisions relate to products sold. The Group’s policy for estimating warranty provisions is disclosed in Note 1, Accounting principles. Outflows of warranty provisions are generally expected to occur within the next 18 months. Other provisions include various contractual obligations and litigations. Outflows for other provisions are generally expected to occur over the next two years. Provisions for project losses and other provisions include amounts recorded for claims related to the exit from various customer contracts in line with the Group’s strategic focus or due to challenging political or business environments. Such provisions are estimates based on the information currently available and are subject to change as negotiations with customers, trade sanctions environment, or other related circumstances evolve. Uncertain income tax positions regarding current tax, previously included in ‘Other provisions’, are included in current income tax liabilities in the statement of financial position in 2013 and have been reclassified for comparability purposes in 2012. The reduction in total provisions as a result of the reclassification is EUR 52 million in 2012. Annual Report 2013 95 96 Notes to the Consolidated Financial Statements 30 Accrued expenses EURm 2013 2012 Advance payments and deferred revenue Salaries and wages Expenses related to customer projects Social security Billings in excess of costs incurred1 VAT2 Other taxes3 Other 875 649 234 117 99 95 68 287 1 080 746 370 151 216 123 82 318 2 424 3 086 Total Refer to Note 4, Revenue recognition. Certain VAT balances have been reclassified from other taxes to VAT in 2013 and reclassified for comparability purposes in 2012. There is no change in total accrued expenses as a result of the reclassification. 3 Current income tax liabilities are shown in a separate line in the consolidated statement of financial position in 2013, and have been reclassified from accrued expenses for comparability purposes in 2012. The change in 2012 in accrued expenses as a result of the reclassification is a decrease of EUR 98 million. 1 2 Other accrued expenses include various amounts which are individually insignificant. 31 Non-current assets and disposal groups classified as held for sale On December 1, 2012 the Group entered into an agreement to sell its Optical Networks business to Marlin Equity Partners. The transaction involved the complete Optical Networks product portfolio, services offering and existing customer contracts. The Group concluded the sale on May 6, 2013. For full details of the disposal, refer to Note 12, Acquisitions and disposals. On December 5, 2012 the Group signed an agreement to sell its Business Support Systems (‘BSS’) business, including the billing and charging software products and solutions and related services, to Redknee Solutions Inc. The transaction was completed on March 29, 2013. These divestments further enhance the Group’s strategic focus on the mobile broadband business. The assets and liabilities included in the disposal groups classified as held for sale at December 31, 2012 were as follows: EURm 2012 Non-current assets Property, plant and equipment 9 Current assets Inventories Accounts receivable, net of allowances for doubtful accounts Prepaid expenses and accrued income 91 39 4 Assets of disposal groups classified as held for sale 143 Current liabilities Accrued expenses Provisions 84 6 Liabilities of disposal groups classified as held for sale 90 The result of discontinued operations, involving the Optical Networks business, and the result recognized on the re-measurement of the disposal group to fair value less costs of disposal are disclosed in Note 12, Acquisitions and disposals. Nokia Solutions and Networks Notes to the Consolidated Financial Statements 32 Notes to the consolidated statement of cash flows EURm 2013 2012 2011 Other adjustments for: Scrapping/write-off of property, plant and equipment/intangible assets Share of results of associates Impairment charges (Note 13) Share-based payment expense/(income) (Note 6) Post-employment benefits1 Other (income)/expenses 14 (8) 8 30 40 (12) 9 (8) 37 11 36 (1) 7 17 19 (2) 40 2 Other adjustments, total 72 84 83 The Group’s financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions). 1 The cash outflows for restructuring and other specific items, excluding impairments and PPA related charges, are EUR 609 million (EUR 645 million in 2012 and EUR 188 million in 2011). 33 Commitments and contingencies EURm Contingent liabilities on behalf of Group companies Other guarantees Contingent liabilities on behalf of other companies Other guarantees Financing commitments Customer finance commitments1 Venture fund commitments¹ Collateral for the Group’s commitments Assets pledged 2013 2012 723 864 55 11 25 9 34 9 2 2 Financial statements Refer to Note 35, Financial and capital risk management. 1 The amounts above represent the maximum principal amount of commitments and contingencies. At December 31, 2013 other guarantees on behalf of Group companies include commercial guarantees of EUR 463 million (EUR 598 million in 2012) provided to certain customers of the Group in the form of bank guarantees or corporate guarantees issued by some of the Group’s entities. These instruments entitle the customer to claim payment as compensation for non-performance by the Group of its obligations under network infrastructure supply agreements. Depending on the nature of the guarantee, compensation is payable on demand or is subject to verification of non-performance. The volume of other guarantees has decreased by EUR 141 million mainly due to expired guarantees. Other guarantees on behalf of other companies represent commercial guarantees issued on behalf of third parties. The increase in volume is mainly due to the transfer of guarantees in connection with the disposal of certain businesses where contractual risks and revenues have been transferred, but some of the commercial guarantees have not yet been re-assigned legally. Financing commitments are available under loan facilities negotiated mainly with the Group’s customers. Availability of the amounts is dependent upon the borrower’s continuing compliance with stated financial and operational covenants and compliance with other administrative terms of the facility. The loan facilities are primarily available to fund capital expenditure relating to purchases of network infrastructure equipment and services. Venture fund commitments are financing commitments to a fund making initial capital investments in start-up companies. As a limited partner in the fund, the Group is committed to make capital contributions and is entitled to cash distributions according to the respective partnership agreements. The Group is party to routine litigation incidental to the normal conduct of business. Based on the information currently available, in the opinion of management, the outcome of such litigation is not likely to be material to the financial condition or result of operations of the Group. At December 31, 2013 the Group has purchase commitments of EUR 756 million (EUR 799 million in 2012) relating to commitments from service agreements, outsourcing arrangements and inventory purchase obligations, primarily for purchases in 2014 through 2015. Annual Report 2013 97 98 Notes to the Consolidated Financial Statements 34 Leasing contracts The Group leases office, manufacturing and warehouse space under various non-cancellable operating leases. Certain contracts contain renewal options for various periods of time. The following table presents future costs for non-cancellable operating lease contracts at December 31, 2013: EURm Operating leases Within one year After one year but not more than five years More than five years 112 179 107 Total 398 Rental expenses amount to EUR 211 million (EUR 309 million in 2012 and EUR 261 million in 2011), including restructuring charges of EUR 23 million (EUR 59 million in 2012 and EUR 2 million in 2011). 35 Financial and capital risk management The Group manages risk in a systematic way across business operations and processes. Material risks and opportunities are identified, analyzed, managed and monitored as part of business performance management. Relevant key risks are identified against business targets either in business operations or as an integral part of long and short-term planning. The Group’s overall risk management concept is based on managing the key risks that would prevent the Group from meeting its business objectives, rather than solely focusing on eliminating risks. The Group’s Treasury function focuses on financial risks. The objective for Treasury activities is to guarantee sufficient funding at all times and to identify, evaluate and manage financial risks. Treasury activities support this aim by mitigating the adverse effects on the profitability of the underlying business caused by fluctuations in the financial markets, and by managing the capital structure of the Group by balancing the levels of liquid assets and financial borrowings. Treasury activities are governed by policies approved by the Board of Directors. Treasury policy provides principles for overall financial risk management and determines the allocation of responsibilities for financial risk management in the Group. Operating procedures cover specific areas such as foreign exchange risk, interest rate risk, use of derivative financial instruments, as well as liquidity and credit risk. The Group is risk averse in its treasury activities. (a) Market risk Foreign exchange risk The objective of foreign exchange (‘FX’) risk management activities is to support the Group in protecting shareholder value by minimizing the effects of uncertainty in the international foreign exchange markets. The main principle is that all major foreign exchange exposures are identified, analyzed and hedged by the Group’s treasury function. Specifically: –Statement of financial position risks from foreign exchange positions in currencies other than the functional currency of the respective Group entity are identified and hedged on an ongoing basis. –Cash flow risks arising from highly probable forecasted sales and purchases are identified on a monthly basis and hedged for a period of up to approximately 12 months. These forecasted sales and purchases are typically realized within an equivalent period. –Other forecasted cash flow risks are managed selectively and the related hedges are carried at fair value through profit and loss. The Group has some exposure due to unhedged risks which consists of exposures in currencies that either cannot be hedged efficiently or which are considered immaterial. In 2013, these currencies represent approximately 2% of the Group’s net sales (approximately 2% of net sales in 2012). Exposures are mainly hedged with derivative financial instruments such as forward foreign exchange contracts and foreign exchange options. The majority of financial instruments hedging foreign exchange risk has a duration of less than a year. The Group does not hedge forecasted foreign currency cash flows beyond two years. Since the Group has entities where the functional currency is other than euro, the shareholders’ equity is exposed to fluctuations in exchange rates. Equity changes caused by movements in foreign exchange rates are shown as a currency translation difference in the Group’s consolidated financial statements. The Group may use, from time to time, foreign exchange contracts and foreign currency denominated loans to hedge its equity exposure arising from foreign net investments. Nokia Solutions and Networks Notes to the Consolidated Financial Statements The Group has entities in Venezuela, Belarus and Iran where the functional currency is the currency of a hyperinflationary economy. The Group assessed the entities’ financial statements in accordance with IAS 29, Financial Reporting in Hyperinflationary Economies. The impact is not material in 2013, 2012 or 2011. Trading in hyperinflationary economies carries a risk of future devaluation of monetary assets and liabilities. This risk cannot be hedged. The Group recognized a foreign exchange loss of EUR 15 million due to foreign exchange fluctuations in the Iranian rial in 2013 (EUR 109 million 2012). The following tables present the currencies that represent a significant portion of the currency mix in outstanding financial instruments at December 31: 2013 EURm FX derivatives used as cash flow hedges (absolute net amount)1 FX exposure from statement of financial position items (absolute net amount)2 FX derivatives not designated in a hedge relationship and carried at fair value through profit and loss (absolute net amount)2 2012 EURm FX derivatives used as cash flow hedges (absolute net amount) FX exposure from statement of financial position items (absolute net amount)2 FX derivatives not designated in a hedge relationship and carried at fair value through profit and loss (absolute net amount)2 1 USD JPY KRW AUD Other 409 820 232 50 – 122 72 6 47 885 1 037 127 146 46 422 USD JPY CNY INR Other 479 1 030 462 128 – 178 – 133 142 817 1 155 185 171 68 618 Foreign exchange derivatives are used to hedge the foreign exchange risk from forecasted highly probable cash flows related to sales and purchases. In some of the currencies, especially U.S. dollar (USD) and Japanese yen (JPY), the Group has substantial foreign exchange risks in both estimated cash inflows and outflows, which have been netted in the table for 2012. Refer to Note 27, Fair value and other reserves for more details on hedge accounting. The underlying exposures for which these hedges are entered into are not presented in the tables above as they are not financial instruments as defined under IFRS 7, Financial Instruments: Disclosures. 2 The statement of financial position items and some probable forecasted cash flows which are denominated in foreign currencies are hedged by a portion of foreign exchange derivatives not designated in a hedge relationship and carried at fair value through profit and loss. The Group has hedged these exposures with a combination of foreign exchange forwards and foreign exchange options. 1 Financial statements Interest rate risk The Group is exposed to interest rate risk either through market value fluctuations of statement of financial position items or through changes in interest income or expenses. Interest rate risk mainly arises through interest-bearing assets and liabilities. Estimated future changes in cash flows and statement of financial position structure also expose the Group to interest rate risk. The objective of interest rate risk management is to support the Group in protecting its shareholder value by optimizing the balance between minimizing uncertainties caused by fluctuations in interest rates and minimizing the consolidated net interest expense. The interest rate exposure of the Group is monitored and managed centrally by the Group’s Treasury function. The following table presents the interest rate profile of the Group’s interest-bearing assets and liabilities at December 31: 2013 EURm 2012 Fixed rate Floating rate Fixed rate Floating rate Assets1 Liabilities2 476 (879) 2 353 (128) 405 (293) 2 121 (812) Assets and liabilities before derivatives Interest rate derivatives (403) – 2 225 – 112 (1) 1 309 – Total assets and liabilities after derivatives (403) 2 225 111 1 309 The increase in floating rate assets is primarily due to an increase in cash and cash equivalents. In 2013 and 2012, fixed rate assets mainly include available-for-sale investments, cash equivalents, long-term loans receivable and short-term loans. The decrease in floating rate liabilities and the increase in fixed rate liabilities is mainly due to an issuance of Senior Notes. Refer to Note 28, Loans and borrowings. 1 2 Annual Report 2013 99 Notes to the Consolidated Financial Statements Value-at-Risk The Group uses the Value-at-Risk (‘VaR’) methodology to assess the Group’s exposures to foreign exchange and interest rate risks. The VaR based methodology provides estimates of potential fair value losses in market risk sensitive instruments as a result of adverse changes in specified market factors, at a specified confidence level over a defined holding period. For the Group, the foreign exchange VaR is calculated using the Monte Carlo method which simulates random values for exchange rates in which the Group has exposures and it takes the nonlinear price function of certain foreign exchange derivative instruments into account. The variance-covariance methodology is used to assess and measure the interest rate risk. The VaR is determined using volatilities and correlations of rates and prices estimated from a one-year sample of historical market data, at a 95% confidence level, using a one-month holding period. To put more weight on recent market conditions, an exponentially weighted moving average is performed on the data with an appropriate decay factor. This model implies that within a one-month holding period, the potential loss will not exceed the VaR estimate in 95% of possible outcomes. In the remaining 5% of possible outcomes, the potential loss will be at minimum equal to the VaR figure and on average, substantially higher. The VaR methodology relies on a number of assumptions such as: (1) risks are measured under average market conditions, assuming the market risk factors follow normal distributions; (2) future movements in market risk factors follow estimated historical movements; and (3) the assessed exposures do not change during the holding period. Thus, it is possible that for any given month, the potential losses at 95% confidence level are different and could be substantially higher than the estimated VaR. Foreign exchange Value-at-Risk The VaR figures for the Group’s financial instruments which are sensitive to foreign exchange fluctuations are presented in the table below. As defined in IFRS 7, Financial Instruments: Disclosures, the financial instruments included in the VaR calculations are: (1) foreign exchange exposures from outstanding statement of financial position items and other foreign exchange derivatives carried at fair value through profit and loss which are not in a hedge relationship and are mostly used for hedging statement of financial position items; and (2) foreign exchange derivatives designated as forecasted cash flow hedges. Most of the VaR is caused by these derivatives as forecasted cash flow exposures are not financial instruments as defined in IFRS 7 and thus not included in the VaR calculation. Foreign exchange Value-at-Risk: EURm At December 31 Average for the year Range for the year 2013 2012 18 43 18-95 42 46 27-60 Interest rate Value-at-Risk Interest rate VaR is calculated using the variance-covariance method to assess and measure interest rate risk. The VaR figures for the Group’s interest rate exposure in the debt portfolio are presented in the table below. Sensitivities to credit spreads are not reflected in the figures below. Interest rate Value-at-Risk: EURm 2013 2012 At December 31 Average for the year Range for the year 3 6 0-16 – – 0-1 100 Nokia Solutions and Networks Notes to the Consolidated Financial Statements (b) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from bank and cash, fixed income and money-market investments, derivative financial instruments, loans receivable and credit exposures to customers, including outstanding receivables, financial guarantees and committed transactions. Credit risk is managed separately for business related exposure and financial credit exposure. Except for loan commitments given but not used of EUR 25 million (EUR 34 million in 2012), the maximum exposure to credit risk is limited to the book value of the financial assets included in the Group’s consolidated statement of financial position. Business related credit risk The Group aims to ensure the highest possible quality in accounts receivable and loans due from customers. The credit policy sets out the framework for the management of the business related credit risks in all Group companies and affiliates. Credit exposure is measured as the total of accounts receivable and loans due from customers and committed credits. At December 31, 2013 accounts receivable, excluding allowances for doubtful accounts, are EUR 2 978 million. At December 31, 2012 accounts receivable, excluding allowances for doubtful accounts as well as amounts expected to be uncollectible for acquired receivables, amounted to EUR 4 231 million. Loans receivable are EUR 39 million (EUR 74 million in 2012). The credit policy requires credit decisions to be based on credit evaluation including credit rating for larger exposures. The Group’s rating policy defines the rating principles, and ratings are approved by the rating committee. Credit risks are approved and monitored according to the credit policy. Concentrations of customer or country risks are monitored at Group level. When appropriate, assumed credit risks are mitigated with the use of approved instruments, such as sale of receivables, letters of credit and collateral or insurance. Accounts receivable do not include any major concentrations of credit risk by customer. The top three customers account for approximately 3.9%, 3.5% and 3.2% (9.1%, 4.3% and 2.4% in 2012) of the Group accounts receivable and loans receivable. The top three credit exposures by country amount to 20.2%, 6.0% and 5.5% (11.7%, 11.0% and 7.0% in 2012). The 20.2% credit exposure relates to accounts receivable in China. The Group considers the political, economic and regulatory environment with respect to such concentrations when assessing and managing credit risk. The Group has provided allowances for doubtful accounts as needed on accounts receivable and loans receivable based on an analysis of its customers’ credit rating and credit history. The Group establishes an allowance for doubtful accounts that represents an estimate of expected losses at the end of the period. All receivables and loans receivable are considered on an individual basis to determine the allowance for doubtful accounts. Financial statements The overall portfolio of the customer accounts receivable includes trade receivables of EUR 2 150 million (EUR 2 947 million in 2012) and accrued receivables of EUR 714 million (EUR 1 164 million in 2012). The Group concluded that the carrying amount of trade receivables that does not create any additional credit risk exposure amounts to EUR 1 201 million (EUR 1 562 million in 2012), as all the contractual cash flows are expected to be recoverable. Of these receivables, the aggregate value of receivables performing in accordance with the contractual payment terms is EUR 1 127 million (EUR 1 463 million in 2012), while the aggregate value of past due receivables is EUR 74 million (EUR 100 million in 2012). The aging of these past due receivables is as follows: EURm 2013 2012 Past due 1-30 days Past due 31-180 days More than 180 days 30 32 12 45 32 23 Total 74 100 At December 31, 2013 the gross carrying amount of accounts receivable, related to customer balances for which valuation allowances have been recognized, is EUR 1 063 million (EUR 1 505 million in 2012). The valuation allowances for these accounts receivable are EUR 114 million (EUR 120 million in 2012) and the amounts expected to be uncollectible for acquired receivables are EUR 11 million (EUR 16 million in 2012). Refer to Note 12, Acquisitions and disposals and Note 23, Allowances for doubtful accounts. At December 31, 2013 and 2012 there are no valuation allowances recognized for customer loans, there are no past due customer loans, and all accounts receivable under sale of receivables transactions have qualified for asset derecognition. Annual Report 2013 101 Notes to the Consolidated Financial Statements Financial credit risk Financial instruments contain an element of risk of loss resulting from counterparties being unable to meet their obligations. This risk is monitored and managed centrally. The Group minimizes financial credit risk by limiting its counterparties to a sufficient number of major banks and financial institutions. In addition, the Group also monitors the total potential financial losses, should its counterparties be unable to fulfill their obligations on the open derivative contracts the Group has maintained with them on an ongoing basis. The following tables present the breakdown of the outstanding fixed income and money market investments by sector and credit rating grades ranked as per Moody’s rating categories at December 31: EURm 2013 Banks Rating1 Aaa Aa1-Aa3 A1-A3 Baa1-Baa3 Non rated Total 2012 Banks Total Aaa Aa1-Aa3 A1-A3 Baa1-Baa3 Non rated Due within 3 months Due between 3 and 12 months 419 – 379 105 21 419 – 379 105 21 – – – – – 924 924 – 300 – 250 156 2 300 – 250 156 – – – – – 2 708 706 2 Total2,3 Bank parent company ratings are used here for bank groups. In some emerging markets, bank subsidiary ratings may differ from parent company rating. Within the above Banks sector, fixed income and money-market investments include term deposits and investments in liquidity funds. Included within fixed income and money-market investments at December 31, 2012 was EUR 2 million of restricted investments, which were restricted financial assets under various contractual or legal obligations. 1 2 3 Of the Group’s cash in bank accounts, 95.7% is held with banks of investment grade credit rating (95.3% for 2012). 102 Nokia Solutions and Networks Notes to the Consolidated Financial Statements (c) Liquidity risk Liquidity risk is defined as financial distress or extraordinary high financing costs arising due to a shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and require financing. Transactional liquidity risk is defined as the risk of executing a financial transaction below fair market value, or not being able to execute the transaction at all within a specific period of time. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure that it is available fast enough without endangering its value, in order to avoid uncertainty related to financial distress at all times. The Group ensures sufficient liquidity at all times by efficient cash management and by keeping sufficient committed and uncommitted credit lines available. For details of the Group’s loans and borrowings, refer to Note 28, Loans and borrowings. The following tables present an undiscounted cash flow analysis for both financial assets and financial liabilities that are presented on the consolidated statement of financial position and ‘off-balance sheet’ instruments such as loan commitments according to their remaining contractual maturity at December 31: EURm 2013 Non-current financial assets Long-term loans receivable Other non-current assets Total Due within 3 months Due between 3 and 12 months Due between 1 and 3 years Due between 3 and 5 years Due beyond 5 years 33 – – – – – 28 – 5 – – – 30 94 926 1 845 4 94 926 1 845 26 – – – – – – – – – – – – – – – – – – – – – 3 255 (3 193) 2 150 2 576 (2 541) 1 586 679 (652) 564 – – – – – – – – – Non-current financial liabilities Long-term liabilities (1 219) (1) (57) (283) (515) (363) (91) (110) (7) (110) (84) – – – – – – – – – – – – – 1 824 (1 826) – (1 787) 1 678 (1 681) – (1 649) 146 (145) – (138) – – – – – – – – – – – – (25) (7) (13) (5) – – 734 (3) (8) 745 – – Current financial liabilities Current portion of long-term loans Short-term liabilities Cash flows related to derivative financial liabilities net settled: Derivative contracts – payments Cash flows related to derivative financial liabilities gross settled: Derivative contracts – receipts Derivative contracts – payments Other financial liabilities4 Accounts payable3 Contingent financial assets and liabilities Loan commitments given undrawn5 Financial guarantee given uncalled Loan commitments obtained undrawn6 Annual Report 2013 Financial statements Current financial assets Current portion of long-term loans receivable Short-term loans receivable1 Available-for-sale investments Cash Cash flows related to derivative financial assets net settled: Derivative contracts – receipts Cash flows related to derivative financial assets gross settled: Derivative contracts – receipts Derivative contracts – payments Accounts receivable2, 3 103 Notes to the Consolidated Financial Statements EURm 2012 Non-current financial assets Long-term loans receivable Other non-current assets Current financial assets Current portion of long-term loans receivable Short-term loans receivable1 Available-for-sale investments Cash Cash flows related to derivative financial assets net settled: Derivative contracts – receipts Cash flows related to derivative financial assets gross settled: Derivative contracts – receipts Derivative contracts – payments Accounts receivable2, 3 Non-current financial liabilities Long-term liabilities Current financial liabilities Current portion of long-term loans Short-term liabilities Cash flows related to derivative financial liabilities net settled: Derivative contracts – payments Cash flows related to derivative financial liabilities gross settled: Derivative contracts – receipts Derivative contracts – payments Other financial liabilities4 Accounts payable3 Contingent financial assets and liabilities Loan commitments given undrawn5 Financial guarantee given uncalled Loan commitments obtained undrawn6 Total Due within 3 months Due between 3 and 12 months Due between 1 and 3 years Due between 3 and 5 years Due beyond 5 years 69 1 – – – – 39 1 30 – – – 39 8 710 1 711 12 8 708 1 711 27 – 2 – – – – – – – – – – – – – – – – – – – 4 943 (4 802) 2 948 3 066 (3 005) 2 334 1 877 (1 797) 614 – – – – – – – – – (901) (8) (55) (838) – – (208) (135) (83) (80) (125) (55) – – – – – – (2) (2) – – – – 2 709 (2 724) – (2 352) 2 318 (2 330) – (2 213) 278 (280) – (139) 113 (114) – – – – – – – – – – (34) (28) (6) – – – 821 97 (9) 733 – – Short-term loans receivable are included in other financial assets. Accounts receivable maturity analysis does not include accrued receivables EUR 714 million (EUR 1 164 million in 2012). 3 The fair values of accounts receivable and accounts payable are assumed to approximate their carrying values due to their short-term nature. 4 In 2012, other financial liabilities included EUR 10 million non-derivative short-term financial liabilities which have been reclassified from other financial liabilities to short-term liabilities for comparability purposes. Refer to Note 28, Loans and borrowings. 5 Loan commitments given but undrawn have been included in the earliest period in which they could be drawn. 6 Loan commitments obtained but undrawn have been included based on the period in which they expire and in 2012 included related commitment fees. 1 2 For the above tables, a line-by-line reconciliation to the consolidated statement of financial position is not possible due to the inclusion of ‘off-balance sheet’ instruments such as loan commitments and the inclusion of interest receivable and payable. 104 Nokia Solutions and Networks Notes to the Consolidated Financial Statements Capital risk management The Group manages its capital and financing to maintain investor, creditor and market confidence and to sustain future development of the business. In addition, the Group’s capital management ensures that financial covenants attached to certain interest-bearing loans and borrowings are being met (refer to Note 28, Loans and borrowings). For the purposes of the Group’s capital management, net cash and other liquid assets and equity represent capital. The Group’s objective is to maintain sufficient capital in order to meet the cash requirements of its business operations, including working capital needs, capital expenditures, research and development expenditures, debt service obligations, other commitments and contractual obligations. The Group’s primary sources of liquidity are provided by cash from operations and long and short-term financing arrangements, which are being monitored and adjusted in order to meet the Group’s objective for capital management. The following table presents the Group’s net cash and other liquid assets at December 31: EURm 2013 2012 Total cash and other liquid assets Less: Loans and borrowings1 2 769 (1 091) 2 420 (1 143) Net cash and other liquid assets 1 678 1 277 Total loans and borrowings comprise long-term interest-bearing liabilities, the current portion of long-term loans and short-term borrowings. In 2012, total loans and borrowings are offset by short-term deposits of EUR 7 million that were provided by the Group to Nokia and therefore reduce the amount presented in total loans and borrowings above. Total loans and borrowings in 2012 include a reclassification of EUR 10 million from other financial liabilities to total loans and borrowings for comparability purposes. Refer to Note 28, Loans and borrowings and Note 36, Related party transactions. 1 36 Related party transactions On August 7, 2013, Nokia completed the acquisition of Siemens’ stake in the Group, and as a result, NSN is wholly owned by Nokia. After August 7, 2013, Siemens was no longer a related party of the Group. Financial statements Transactions with Nokia and Siemens The Group has a number of contracts with its sole shareholder, Nokia, and its subsidiary companies. Sales transactions with the parent company mainly relate to historical contracts agreed by the parent company prior to the formation of the Group, where the Group now has an obligation to deliver products or services to fulfill these agreements. The amounts outstanding are unsecured and will be settled in cash. There have been no guarantees provided or received for any related party receivables or payables. In China, the Group paid a liability of EUR 172 million to Nokia during the year (the amount outstanding at December 31, 2012 was EUR 180 million) which related to the networks business before that business was transferred by Nokia to the Group upon its formation in 2007 and consisted of customer receivables collected by the Group on behalf of Nokia. In June 2013, the Group reached a full and final net settlement agreement with Siemens to settle certain customer receivables, including related provisions, that were under legal dispute between Siemens and the customer, and a related loan of EUR 32 million from Siemens to the Group. The customer receivables related to the networks business before that business was transferred by Siemens to the Group upon its formation in 2007. On a net basis, the settlement resulted in a payment of EUR 8 million to Siemens. In the fourth quarter of 2013, the Group settled several items with Nokia, totaling EUR 9 million, which was effected as an additional parent equity contribution. None of the items is individually material. No material expense has been recognized in the period for bad or doubtful debts in respect of the amounts owed by the related parties (EUR 0 million in 2012 and EUR 1 million in 2011). At December 31, 2012 EUR 1 million of the valuation allowance for doubtful accounts related to amounts owed by various Siemens entities. Annual Report 2013 105 Notes to the Consolidated Financial Statements The Group’s transactions with Nokia and Siemens are summarized in the following tables: Sales of goods or services EURm 2013 2012 2011 2013 2012 2011 4 6 5 20 6 23 28 79 93 146 161 225 Nokia Siemens2 Amounts owed by related parties EURm Nokia Siemens2 Purchases of goods or services1 Loan or finance liability balances outstanding to shareholders Amounts owed to related parties 2013 2012 2013 2012 2013 2012 25 n/a 34 10 7 n/a 227 26 – n/a 7 32 Purchases relate to information technology infrastructure, shared services, leases and software development. Amounts disclosed for 2013 represent a seven-month period to August 7, 2013. 1 2 During the first quarter of 2013, the deposits and loans with Nokia, outstanding at December 31, 2012, were settled. The amounts outstanding at December 31, 2012 are described below: Description of loans or other finance receivables and liabilities Short-term deposit from NSN to Nokia in Venezuela Short-term loans from Nokia to Nokia Solutions and Networks Finance B.V. Amount of loan in the agreement currency Original term Interest rate at December 31 Balance at December 31 VEF 49 million 52 days 1.00% EUR 7 million EUR 7 million 7 days 0.02% EUR 7 million The Group maintained offsetting deposits with Nokia as long as loans from Nokia were outstanding. In September 2011, the Group received a capital injection of EUR 1 000 million from its parent companies (refer to Note 25, Issued share capital and share premium). Lease transactions with Nokia and Siemens The Group has multiple operating leases with Nokia. These operating leases mainly relate to property and typically have a lease term of five years or longer. The Group leases this property from Nokia to support its network operations around the world. Total lease expenses paid in 2013 are EUR 3 million (EUR 10 million in 2012 and EUR 19 million in 2011). The Group had multiple operating leases with Siemens. Total lease expenses paid until August 7, 2013 were EUR 14 million (EUR 29 million in 2012 and EUR 32 million in 2011). The following table presents future costs for leasing contracts with Nokia at December 31, 2013: EURm Within one year After one year but not more than five years More than five years Total 106 1 8 8 17 Nokia Solutions and Networks Notes to the Consolidated Financial Statements Transactions and positions with associates EURm 2013 2012 2011 Share of results of associates Share of other comprehensive income/(loss) of associates Share of shareholders’ equity of associates Sales to associates Purchases from associates Liabilities to associates 8 1 36 2 175 11 8 4 28 8 147 32 (17) (2) 19 29 43 13 Board of Directors The members of the Board of Directors are appointed by the parent company of the Group (prior to August 7, 2013, the parent companies of the Group). The appointed board members are employees of the parent company, except for the Chairman of the Board. No other board members, except the Chairman, receive remuneration or retirement benefits from the Group for the services they provide as members of the Board of Directors. There were no loans granted to the members of the Board of Directors at December 31, 2013. Management compensation The remuneration of the NSN Executive Board and the Chairman of the Board of Directors during the years presented is as follows: EURm 2013 2012 2011 Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payment expense1 13.1 1.4 – 11.9 13.5 20.5 1.0 – 1.3 4.0 9.4 0.7 5.2 0.6 (0.1) Total 39.9 26.8 15.8 Share-based payment expense for the year is accrued in the consolidated statement of financial position (refer to Note 7, Share-based payment and Note 30, Accrued expenses). 1 Financial statements The number of executive board members ranged from 12 to 15 members during the year (13 to 15 members in 2012 and 13 to 14 members in 2011). The amounts presented above include remuneration to the executive board members only for the time they were on the Executive Board. In addition to the executive board members, the remuneration to the Chairman of the Board of Directors is included in the amounts presented above since October 2011. There were no loans granted to the members of the Group Executive Board at December 31, 2013. 37 Subsequent events On April 29, 2014 Nokia announced a new strategy, a program to optimize capital structure, and the leadership team of the Nokia Group, including Rajeev Suri as President and Chief Executive Officer. As part of that announcement Nokia announced that NSN will now be known as Networks and will operate under the Nokia brand. Additionally, Jesper Ovesen stepped down from his role as Executive Chairman of Nokia Solutions and Networks upon the closing of the transaction whereby Nokia sold substantially all of its Devices & Services business to Microsoft on Friday April 25, 2014. Annual Report 2013 107 Company Financial Statements Company Statement of Financial Position (before proposed appropriation of result) As at December 31 ASSETS Non-current assets Participations in group companies Deferred tax assets Long-term loans receivable Available-for-sale investments Current assets Other receivables Cash and cash equivalents Notes 1 2 2 3 4 2013 2012 EURm EURm 3 555 39 17 9 4 530 11 22 13 3 620 4 576 13 – 21 6 13 27 Total assets 3 633 4 603 EQUITY AND LIABILITIES Shareholders’ equity Share capital Share premium Translation differences Fair value and other reserves Accumulated deficit Profit/(loss) for the year 0 9 753 (22) (24) (7 620) 3 0 9 744 133 (96) (6 161) (1 459) Total equity 5 2 090 2 161 Non-current liabilities Provisions Deferred tax liabilities 6 568 22 704 19 590 723 885 68 1 684 35 953 1 719 Current liabilities Loans from group companies Other liabilities 7 8 Total liabilities 1 543 2 442 Total equity and liabilities 3 633 4 603 The Company's financial statements for the year ended December 31, 2012 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions in the consolidated financial statements). The notes are an integral part of these consolidated financial statements. 108 Nokia Solutions and Networks Company Financial Statements Company Income Statement For the year ended December 31 Profit/(loss) from group companies after taxes Company loss for the year after taxes Profit/(loss) for the year 2013 2012 2011 EURm EURm EURm 97 (94) (1 425) (34) (660) (48) 3 (1 459) (708) The Company's financial statements for the years ended December 31, 2012 and December 31, 2011 reflect the retrospective application of IAS 19R, Employee Benefits (refer to Note 8, Pensions in the consolidated financial statements). The notes are an integral part of these consolidated financial statements. Financial statements Annual Report 2013 109 Notes to the Company Financial Statements General notes for the preparation of the company financial statements The company financial statements have been prepared in accordance with the statutory provisions of Part 9, Book 2, of the Netherlands Civil Code. For the principles for the recognition and measurement of assets and liabilities and the determination of the result for its company financial statements, Nokia Solutions and Networks B.V. applies the option provided in Section 2:362 (8) of the Netherlands Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination of the result (hereinafter referred to as ‘Accounting principles’) of the company financial statements of Nokia Solutions and Networks B.V. are the same as those applied for the consolidated financial statements under International Financial Reporting Standards. For the accounting policies for the Company statement of financial position and income statement, reference is made to the notes to the consolidated statement of financial position and income statement pages 53 to 107. The financial information relating to Nokia Solutions and Networks B.V. is included in the consolidated financial statements. In accordance with section 2:402 of the Netherlands Civil Code, the Company financial statements only contain an abridged income statement. Definition of Company:‘Company’ refers to the financial statements of the Parent, Nokia Solutions and Networks B.V. Definition of the Group:The Nokia Solutions and Networks B.V. group of companies (The Parent and all its subsidiaries). Commitments and Refer to Note 33, Commitments contingencies: and contingencies, in the consolidated financial statements. Refer to Note 1, Accounting Consolidated financial statements: principles: Basis of presentation section, in the consolidated financial statements. Employees of the Company:The average monthly number of employees was two (two in 2012). Directors’ remuneration:Refer to Note 36, Related party transactions: Management compensation section, in the consolidated financial statements. 1 Participations in group companies Group companies and other associated companies in which the Company exercises significant influence are stated at net equity value. Significant influence exists when the Company owns, directly or indirectly through subsidiaries, more than 20% of the voting rights of the company. Participations in group companies are initially acquired at the fair value of identifiable assets and liabilities upon acquisition. Any subsequent valuation is calculated using the accounting principles applied in these financial statements. Participations in group companies with negative equity values are carried at nil. A provision is recognized when the Company is fully or partially liable for the obligations of the group company or has the firm intention to allow the group company to settle its obligations. The long-term loan receivables are considered as part of the equity consideration when a provision is necessary. The following table reconciles the opening and closing balances of participations in group companies: EURm 2013 2012 Net carrying amount January 1 Profit/(loss) from group companies after taxes Dividend from group companies Repayments, additions, acquisitions and disposals Translation differences Changes in other comprehensive income Pension restatement Transfers (from)/to provisions, net Other movements 4 530 97 (347) (503) (155) 75 – (136) (6) 4 776 (1 425) (75) 1 071 (2) 93 (153) 246 (1) Net carrying amount December 31 3 555 4 530 epayments, additions, acquisitions and disposals include a capital R repayment of EUR 500 million from Nokia Solutions and Networks Oy (capital injections of EUR 900 million to Nokia Solutions and Networks Oy in 2012). ension restatements refer to the impact of the retrospective P application of the revised International Accounting Standard, IAS 19, Employee Benefits which resulted in a total net reduction of EUR 165 million in equity in the consolidated financial statements. EUR 153 million of the adjustment relates to 2012 and EUR 12 million to 2011 (refer to Note 8, Pensions, in the consolidated financial statements). Nokia Solutions and Networks Timo Ihamuotila, Louise Pentland B.V. Board of Directors:and Juha Äkräs 110 Nokia Solutions and Networks Notes to the Company Financial Statements Participations in group companies at December 31, 2013: Place of residence and country Full consolidation Nokia Solutions and Networks MEA FZ-LLC Nokia Siemens Networks Afghanistan LLC “Nokia Solutions and Networks” CJSC Nokia Solutions and Networks Argentina S.A. Nokia Solutions and Networks Holding Österreich GmbH Nokia Solutions and Networks Österreich GmbH Nokia Solutions and Networks Australia Pty. Ltd. Nokia Solutions and Networks Baku LLC Nokia Solutions and Networks d.o.o. Banja Luka Nokia Solutions and Networks d.o.o., Sarajevo Nokia Solutions and Networks Bangladesh Limited Nokia Solutions and Networks Belgium NV Nokia Solutions and Networks EOOD Nokia Solutions and Networks Bolivia S.A. Nokia Solutions and Networks do Brasil Serviços Ltda. Nokia Solutions and Networks do Brasil Telecomunicações Ltda. Nokia Solutions and Networks LLC IRIS Telekom FLLC Nokia Solutions and Networks Canada Inc. Nokia Solutions and Networks Schweiz AG Nokia Solutions and Networks Chile Ltd. Hunan Hua Nuo Technology Co. Ltd. Nokia (Beijing) Communication Technology Service Co. Ltd. Nokia Solutions and Networks Technology Service Co., Ltd. Nokia Solutions and Networks (Beijing) Communications Co., Ltd. Nokia Solutions and Networks (Shanghai) Ltd. Nokia Solutions and Networks (Suzhou) Co., Ltd. Nokia Solutions and Networks (Suzhou) Supply Chain Service Co., Ltd. Nokia Solutions and Networks (Tianjin) Co., Ltd Nokia Solutions and Networks Investment (China) Co., Ltd. Nokia Solutions and Networks Neu CommTech Co., Ltd. Nokia Solutions and Networks System Co., Ltd. Nokia Solutions and Networks System Technology (Beijing) Co., Ltd. Nokia Solutions and Networks Colombia Ltda. Nokia Solutions and Networks Costa Rica, S.A. Nokia Solutions and Networks Czech Republic, s.r.o. Nokia Solutions and Networks Beteiligungen Inland GmbH & Co. KG Nokia Solutions and Networks Beteiligungen Inland Management GmbH Nokia Solutions and Networks Deutschland GmbH Nokia Solutions and Networks GmbH & Co. KG Nokia Solutions and Networks International Holding GmbH Nokia Solutions and Networks Management GmbH Nokia Solutions and Networks Management International GmbH Nokia Solutions and Networks Operations GmbH Nokia Solutions and Networks Services GmbH & Co. KG Nokia Solutions and Networks Services Management GmbH Nokia Solutions and Networks Transfergesellschaft mbH Nokia Solutions and Networks Vermögensverwaltung GmbH Nokia Solutions and Networks Vorratsgesellschaft 6 mbH Nokia Solutions and Networks Danmark A/S Nokia Siemens Networks Algérie SARL Nokia Solutions and Networks Ecuador S.A. Nokia Solutions and Networks OÜ Nokia Solutions and Networks Egypt LLC Nokia Solutions and Networks S.A.E. Nokia Solutions and Networks Spain, S.L. Dubai, United Arab Emirates Kabul, Afghanistan Yerevan, Armenia Buenos Aires, Argentina Vienna, Austria Vienna, Austria Sydney, Australia Baku, Azerbaijan Banja Luka, Bosnia-Herzegovina Sarajevo, Bosnia-Herzegovina Dhaka, Bangladesh Turnhout, Belgium Sofia, Bulgaria Cochabamba, Bolivia Sao Paolo, Brazil Sao Paulo, Brazil Minsk, Belarus Minsk, Belarus Mississauga, Canada Zürich, Switzerland Santiago, Chile Changsha, China Beijing, China Beijing, China Beijing, China Shanghai, China Suzhou, China Suzhou, China Tianjin, China Beijing, China Liaoning, China Beijing, China Beijing, China Santafe de Bogota, Colombia San Jose, Costa Rica Prague, Czech Republic Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Munich, Germany Copenhagen, Denmark Algiers, Algeria Guayaquil, Ecuador Tallinn, Estonia Cairo, Egypt Cairo, Egypt Madrid, Spain Annual Report 2013 Group ownership % 100.00** 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00** 100.00 100.00 100.00* 100.00 100.00 60.00 83.90 100.00 100.00 100.00 54.00 83.90* 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 75.20 99.90 Financial statements Name 111 Notes to the Company Financial Statements 112 Name Place of residence and country Nokia Solutions and Networks Asset Management Oy Nokia Solutions and Networks Branch Operations Oy Nokia Solutions and Networks Oy Nokia Solutions and Networks France Apertio Ltd. Apertio Partners Ltd. Invergence Ltd. Nokia Solutions and Networks UK Ltd. Nokia Solutions and Networks Hellas A.E. Nokia Siemens Networks Guatemala S.A. Nokia Solutions and Networks H.K. Ltd. Nokia Solutions and Networks Honduras, S.A. Nokia Solutions and Networks d.o.o. Nokia Solutions and Networks Kft. Nokia Solutions and Networks TraffiCOM Kft. PT Nokia Siemens Networks Atrica Ireland Ltd. Nokia Solutions and Networks Ireland Limited Nokia Solutions and Networks Ethernet Services Ltd Nokia Solutions and Networks Israel Ltd. Nokia Solutions and Networks Technologies Israel (1990) Ltd. Nokia Solutions and Networks India Private Limited Pishahang Communications Networks Development Company Nokia Solutions and Networks Italia S.p.A. Nokia Solutions and Networks S.p.A. Nokia Solutions and Networks Japan Corp. Nokia Solutions and Networks Kenya Ltd. Nokia Solutions and Networks Korea Ltd. Nokia Siemens Networks Kuwait Company W.L.L. “Nokia Solutions and Networks Kazakhstan” LLP Nokia Siemens Networks Lanka Pvt. Ltd. UAB “Nokia Solutions and Networks” “Nokia Solutions and Networks” SIA Nokia Siemens Networks Maroc SARL “Nokia Solutions and Networks” S.R.L. Nokia Siemens Networks Myanmar Limited Nokia Solutions and Networks Delivery, S.A. de C.V. Nokia Solutions and Networks, S.A. de C.V. Nokia Solutions and Networks Servicios, S.A. de C.V. Nokia Solutions and Networks Sdn. Bhd. Nokia Siemens Networks Nigeria Ltd. Nokia Siemens Networks Nicaragua S.A. Nokia Solutions and Networks Finance B.V. Nokia Solutions and Networks Nederland B.V. Nokia Solutions and Networks Norge AS Nokia Solutions and Networks NZ Ltd. Nokia Solutions and Networks Peru S.A. Nokia Solutions and Networks Philippines, Inc. Nokia Solutions and Networks Pakistan (Private) Limited Nokia Solutions and Networks Sp. z.o.o. Nokia Solutions and Networks Portugal, S.A. Nokia Solutions and Networks Romania SRL Nokia Solutions and Networks Serbia D.O.O. Beograd Nokia Solutions and Networks LLC Nokia Solutions and Networks CJSC Wireless Technologies Center LLC Nokia Solutions and Networks AB Nokia Solutions and Networks Singapore Pte. Ltd. Nokia Solutions and Networks d.o.o. Helsinki, Finland Helsinki, Finland Helsinki, Finland Bobigny, France Bristol, United Kingdom Bristol, United Kingdom Bristol, United Kingdom Huntingdon, United Kingdom Athens, Greece Guatemala City, Guatemala Hong Kong, China Tegucigalpa, Honduras Zagreb, Croatia Budapest, Hungary Budapest, Hungary Jakarta, Indonesia Clare, Ireland Dublin, Ireland Hod HaSharon, Israel Hod HaSharon, Israel Hod HaSharon, Israel New Delhi, India Tehran, Iran Milan, Italy Milan, Italy Tokyo, Japan Nairobi, Kenya Seoul, South Korea Safat, Kuwait Almaty, Kazakhstan Colombo, Sri Lanka Vilnius, Lithuania Riga, Latvia Rabat, Morocco Chisinau, Moldova Myanmar, Myanmar Mexico City, Mexico Mexico City, Mexico Mexico City, Mexico Kuala Lumpur, Malaysia Lagos, Nigeria Managua, Nicaragua Haarlem, Netherlands s´Gravenhage, Netherlands Oslo, Norway Auckland, New Zealand Lima, Peru Taguig City, Philippines Islamabad, Pakistan Warsaw, Poland Amadora, Portugal Bucharest, Romania Belgrade, Serbia Moscow, Russia Moscow, Russia Tomsk, Russia Stockholm, Sweden Singapore, Singapore Ljubljana, Slovenia Group ownership % 100.00 100.00 100.00 99.99 100.00 100.00 100.00 100.00 100.00 100.00* 100.00** 100.00* ** 100.00 100.00 99.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00 49.00 100.00 100.00 100.00 100.00 100.00 49.00 100.00 100.00 100.00 100.00 100.00** 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00* ** 100.00 100.00** 100.00 100.00 100.00** 100.00 100.00 100.00 100.00 100.00 100.00 100.00** 100.00 51.00 100.00 100.00** 100.00 Nokia Solutions and Networks Notes to the Company Financial Statements Name Nokia Solutions and Networks Slovakia, s.r.o. Nokia Solutions and Networks El Salvador, S.A. Nokia Solutions and Networks (Thailand) Ltd. Nokia Solutions and Networks CCC Nokia Solutions and Networks Tunisia S.A. IRIS Telekomünikasyon Mühendislik Hizmetleri A.Ş. Nokia Solutions Networks İletişim A.Ş. Nokia Solutions and Networks Taiwan Co., Ltd. Nokia Solutions and Networks Tanzania Ltd. LLC “Nokia Solutions and Networks Ukraine” OOO MKM Telekom Nokia Solutions and Networks Holdings USA Inc. Nokia Solutions and Networks US LLC IRIS Telekom Toshkent LLC “Nokia Solutions and Networks Tashkent” LLC Nokia Siemens Networks de Venezuela C.A. Nokia Solutions and Networks Technical Services Vietnam Company Limited Nokia Solutions and Networks Holdings (Pty) Ltd Nokia Solutions and Networks South Africa (Pty) Ltd Associated companies and other equity stakes Fujian Funo Mobile Communication Technology Co. Ltd. Open Cloud Ltd. TD Tech Holding Ltd. MobiRail V.O.F. ETSI Technologies Inc. Site-Con Inc. Nokia Siemens Networks Al Saudia Ltd. Place of residence and country Group ownership % Bratislava, Slovakia San Salvador, El Salvador Bangkok, Thailand Tunis, Tunisia Tunis, Tunisia Istanbul, Turkey Istanbul, Turkey Taipei, Taiwan Dar Es Salaam, Tanzania Kiev, Ukraine Vyshgorod, Ukraine Delaware, U.S. Delaware, U.S. Tashkent, Uzbekistan Tashkent, Uzbekistan Caracas, Venezuela 100.00 100.00* 100.00 100.00 100.00 100.00 100.00 100.00 65.00** 100.00 66.33* 100.00 100.00 100.00* 100.00 100.00** Phuong Mai, Vietnam Pretoria, South Africa Pretoria, South Africa 100.00 87.00** 100.00 Fuzhou, China Cambridge, United Kingdom Hong Kong, China Rotterdam, The Netherlands Rizal, Philippines Makati, Philippines Riyadh, Saudi Arabia 49.00 35.00 51.00 50.00 40.00 40.00* 49.00 *In process of liquidation. **Provision recognized (refer to Note 6, Provisions, in the Company financial statements). Financial statements Company names are as at April, 2014. Annual Report 2013 113 Notes to the Company Financial Statements 2 Other non-current assets Long-term loans receivable consists of an investment of EUR 17 million (EUR 22 million in 2012) recognized at amortized cost using the effective interest rate. Available-for-sale investments consist of investments of EUR 9 million (EUR 13 million in 2012) carried at fair value. 3 Other receivables Other receivables consist of EUR 8 million intercompany accrued income with other group companies (EUR 9 million in 2012), EUR 3 million of income tax receivable (EUR 11 million in 2012) and EUR 2 million of accrued interest income (EUR 1 million in 2012). 4 Cash and cash equivalents Cash and cash equivalents are comprised of bank and cash balances. 5 Shareholders’ equity Refer to the consolidated statement of changes in shareholders’ equity and Note 25, Issued share capital and share premium, in the consolidated financial statements for a specification of shareholders’ equity. 6 Provisions EURm 2013 2012 At January 1 Transfers to participations 704 (136) 458 246 At December 31 568 704 The provision recognized for participations in group companies relates to the Company’s share in the equity deficit since the Company has assumed liability for the obligations of these group companies. Refer to Note 1, Participations in group companies, in the company financial statements for the participations provided for at December 31, 2013. 7 Current loans from group companies EURm 2013 2012 Intercompany cash pool liability Other current loans from group companies 119 766 993 691 Total 885 1 684 The intercompany cash pool liability carries an interest rate of 1 month LIBOR + 2.5%. Other current loans from Group companies consist of short-term loans from Nokia Solutions and Networks Finance B.V. with interest rates of 6.7% and 6.8% as well as Nokia Solutions and Networks Hellas A.E. with an interest rate of 0.17%. 114 Nokia Solutions and Networks Notes to the Company Financial Statements 8 Other liabilities Other liabilities include an accrual of EUR 41 million for share-based compensation (EUR 11 million in 2012), refer to Note 7, Share-based payment in the consolidated financial statements. The remaining amount under the other liabilities relates to accrued interest expenses for intercompany loans and intercompany accounts payable. 9 Audit fees The following table presents the aggregate fees for professional services and other services rendered by PricewaterhouseCoopers: EURm Audit fees Audit-related fees Tax fees Total 2013 2012 2011 9.9 9.4 0.4 10.2 1.4 1.6 10.9 2.3 2.1 19.7 13.2 15.3 The fees listed above relate to the procedures provided to the Company and its consolidated group companies by PricewaterhouseCoopers Accountants N.V., the Netherlands, the external auditor as referred to in Section 1(1) of the Dutch Accounting Firms Oversight Act (Dutch acronym: Wta), and by other Dutch and foreign-based PricewaterhouseCoopers firms, including their tax services and advisory groups. The total fees of PricewaterhouseCoopers Accountants N.V., the Netherlands, charged to the Company and its consolidated group entities amounted to EUR 0.1 million for each year presented. 10 Guarantees At December 31, 2013 Nokia Solutions and Networks B.V. and Nokia Solutions and Networks Oy act as the guarantors for the following: –Bond 2018 (EUR 450 million) –Bond 2020 (EUR 350 million) –European Investment Bank loan (EUR 50 million) –Nordic Investment Bank loan (EUR 20 million) Financial statements At December 31, 2013 Nokia Solutions and Networks B.V. acts as the guarantor for the following: –Commercial paper program in Finland (EUR 500 million), launched in 2010, EUR 25 million issued at December 31, 2013 –Finnish pension loan guarantee facility (EUR 88 million) The bonds include covenants restricting, among other things, the Group’s ability to incur or guarantee additional debt, pay dividends, buy back equity and make investments in non-controlling interests, create or incur certain liens and engage in merger, consolidation or asset sales. These covenants, which are customary in the issuance of high yield bonds, are subject to a number of qualifications and exceptions. The European Investment Bank and the Nordic Investment Bank loans, the Finnish pension loan guarantee and the forward starting credit facility include financial covenants relating to financial leverage and interest coverage of the Group. The Group’s credit facilities are also subject to cross default provisions. All financial covenants and cross default provisions were satisfied at December 31, 2013. Refer to Note 28, Loans and borrowings, in the consolidated financial statements. Nokia Solutions and Networks B.V. issued BW2: Article 403 section 1b.C.C.2 statements to third parties for its Dutch wholly-owned subsidiaries, Nokia Solutions and Networks Finance B.V. and Nokia Solutions and Networks Nederland B.V. Commitments and contingencies not included in the statement of financial position The Company forms a tax group for Dutch corporate income tax purposes with Nokia Solutions and Networks Finance B.V. and Nokia Solutions and Networks Nederland B.V. The Company is the head of the fiscal unity and therefore is the relevant tax payer for the Dutch corporate income tax due for the tax group. Under the Dutch Collection of State Taxes Act, the Company and its group members that are joined in the tax group for corporate income tax purposes are still responsible that the relevant corporate income tax due of the tax group is paid by the Company. In the event this is not the case, the Company and its group members could be jointly and severally liable for the corporate income taxes payable by the tax group. Annual Report 2013 115 Notes to the Company Financial Statements NOKIA SOLUTIONS AND NETWORKS B.V. Board of Directors Statement of Signatures Espoo, April 30, 2014 Timo Ihamuotila Louise Pentland Juha Äkräs 116 Nokia Solutions and Networks Other information Proposed profit appropriation Pursuant to the Articles of Association, distribution of profits can only be made following the adoption of the annual accounts which show that such a distribution is possible. The profits shall be at the free disposal of the general meeting. However, the Company may only make distributions to shareholders to the extent that its equity exceeds the total amount of its issued share capital and the reserves to be maintained pursuant to law. In addition, a loss may only be applied against reserves maintained pursuant to the law to the extent permitted by law. Proposed appropriation of result The annual general meeting of the shareholders and the Board of Directors approve the allocation of the results. In a tie voting regarding a proposal to distribute or reserve profits, the profits concerned shall be reserved. This is in accordance with the Articles of Association. Subsequent events Refer to Note 37, Subsequent events, in the Consolidated Financial Statements. Financial statements Annual Report 2013 117 Independent auditor’s report To: the general meeting of Nokia Solutions and Networks B.V. Report on the financial statements We have audited the accompanying financial statements 2013 of Nokia Solutions and Networks B.V., The Hague as set out on pages 47 to 116. The financial statements include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2013, the consolidated income statement, the consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended and the notes, comprising a summary of significant accounting policies and other explanatory information. The company financial statements comprise the company statement of financial position as at 31 December 2013, the company income statement for the year then ended and the notes, comprising a summary of accounting policies and other explanatory information. Directors’ responsibility The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the directors’ report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the directors are responsible for such internal control as they determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Nokia Solutions and Networks B.V. as at 31 December 2013, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Nokia Solutions and Networks B.V. as at 31 December 2013, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2: 393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the directors’ report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2: 392 sub 1 at b-h has been annexed. Further we report that the directors’ report, to the extent we can assess, is consistent with the financial statements as required by Section 2: 391 sub 4 of the Dutch Civil Code. Amsterdam, 30 April 2014 PricewaterhouseCoopers Accountants N.V. C.J. van Zelst RA An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. 118 Nokia Solutions and Networks Glossary Fuel cell solution Fuel cell systems provides a backup power source for extended periods during mains power outages caused by natural calamities and commercial grid failures. 3G (Third Generation Mobile Communications) The third generation of mobile communications standards designed for carrying both voice and data generally using WCDMA, CDMA or close variants. Gbps Gigabit per second – a measure of data transfer rate, with 1 gigabit being equivalent to 1 000 megabits. 4G (Fourth Generation Mobile Communications) The fourth generation of mobile communications standards based on LTE, offering IP data connections only and providing true broadband internet access for mobile devices. GSM (Global System for Mobile Communications) A digital system for mobile communications that is based on a widely accepted standard and typically operates in the 900 MHz, 1 800 MHz and 1 900 MHz frequency bands. 5G (Fifth Generation Mobile Communications) The next major phase of mobile telecommunications standards. 5G will be the set of technical components and systems needed to handle new requirements and overcome the limits of current systems. HSPA (High-Speed Packet Access) A wideband code division multiple access (WCDMA or 3G) feature that refers to both 3GPP high-speed downlink packet access and high-speed uplink packet access. Base Station A network element in a mobile network responsible for radio transmission and reception to or from a mobile device. IP Multimedia Subsystems (IMS) Architectural framework designed to deliver IP based multimedia services on telecommunications networks. Standardized by 3GPP. Customer experience management (CEM) Software suite used to manage and improve the customer experience, based on customer, device and network insights. KPI A key performance indicator (KPI) is a type of performance measurement to evaluate success of a particular activity. FD-LTE (Frequency Division Long-Term Evolution) also known as FDD (Frequency Division Duplex) A standard for LTE mobile broadband networks. Frequency Division means that separate, parallel connections are used to carry data from the base station to the mobile device (‘downlink’) and from the mobile device to the base station (‘uplink’). Liquid Applications Applications which can be hosted on an IT server blade and data storage included within a base station which can utilize real-time network information. Flexi Zone A number of Flexi small cells which can be meshed together in a zone which collectively act as a single but distributed macrocell. A Flexi Zone controller application can be added to existing Flexi Multiradio 10 base stations and provides the functionality which meshes a large number of nearby small cells and lets them appear as a single cell to the macro network. Liquid Core NSN’s proprietary name for a core network product suite which enables dynamic capacity allocation across the different network functions. Flexi Multiradio base station Flexi Multiradio 10 Base Station (BTS) is the latest generation of market-leading Flexi Multiradio Base Station-family. Based on new 3rd generation system module platform developed to support higher GSM, HSPA+, LTE and LTE-A capacities and a wider variety of BTS site configurations with a minimized amount of equipment and with lower power consumption. LTE (Long-Term Evolution) The fourth generation of mobile communications designed to provide high-speed broadband over a flat, all-IP network. Annual Report 2013 Financial statements 2G (Second Generation Mobile Communications) 2G cellular telecom networks were commercially launched on the GSM (Global System for Mobile Communications) standard. 2G introduced data services for mobile, starting with SMS text messages and EDGE (Enhanced Data rates for GSM Evolution) 119 Glossary LTE Advanced LTE Advanced or LTE-A is the evolution of LTE. It allows operators to use more than one spectrum band in parallel and defines a set of techniques focused on enhancing the mobile broadband user experience, as well as reducing the cost per bit. Subscriber The term used to refer to a person that has an account with a mobile network carrier. Mbps Megabit per second (not to be confused with MBps, which would be megabytes per second) is a measure of data transfer rate, with 1 megabit being equivalent to 1 000 kilobits. Subscription The contract between a mobile phone subscriber and the network carrier for its mobile phone services. Microcell A microcell is a cell in a mobile phone network served by a low-power cellular base station covering a limited area, typically up to 2 kilometers wide. TD-LTE TD-LTE (Time Division Long-Term Evolution) also known as TDD (Time Division Duplex): An alternative standard for LTE mobile broadband networks. Time Division means that a single connection is used alternately to carry data from the base station to the mobile device (‘downlink’) and then from the mobile device to the base station (‘uplink’). Mobile Backhaul The backhaul portion of the network which is the intermediate link between the core network and the radio access network. Telco Cloud The use of shared computing, data storage and programmable transport that can be support a variety of network functions. This can be built by the operator purely for their own purposes (‘Private Telco Cloud’) or bought as service from a 3rd party provider. Picocell A picocell is a small cellular base station typically covering a small area typically up to 200 meters wide. Usually used to extend coverage to indoor areas or to add network capacity in areas with very dense phone usage, such as train stations. VoLTE Voice over LTE, required to offer voice services on an all-IP LTE network and generally provided using IMS. Early LTE operators have provided voice connections using Circuit Switch Fall Back (CSFB), which means the voice call is actually carried on a 2G or 3G network. Radio Access Network (RAN) A mobile telecommunications system consisting of radio base stations and transmission equipment. In 4G networks, the base stations connect directly to the core (in a ‘flat architecture’) whereas in both 2G and 3G networks there is an intermediate controller, known as a Base Station Controller (BSC) for 2G and a Radio Node Controller (RNC) for 3G. WCDMA WCDMA (Wideband Code Division Multiple Access): a third generation mobile wireless technology that offers high data speeds to mobile and portable wireless devices. Single RAN Single RAN allows different radio technologies to be provided at the same time from a single base station, using a multi-purpose platform. WiMAX (Worldwide Interoperability for Microwave Access) A technology for wireless networks that operates according to the 802.16 standard of the Institute of Electrical and Electronics Engineers (IEEE) now largely superseded by TD-LTE. Small cells Small cells are low-powered radio access nodes (microcells or picocells) and are a vital element to handling very dense data traffic demands. 3G and LTE small cells use spectrum licensed by the operator; WiFi uses unlicensed spectrum which is therefore not under the operator’s exclusive control. SMS Short Message Service (SMS) is a text messaging service component of phone, Web, or mobile communication systems. 120 Nokia Solutions and Networks Mailing address NSN P.O. Box 1 FI-02022 Finland Visiting address NSN Karaportti 3 02610 Espoo Finland +358 71 400 4000 nsn.com Registered address Nokia Solutions and Networks B.V. Werner von Siemensstraat 7 2712 PN Zoetermeer The Netherlands Designed by Fishburn™ thisisfishburn.com This report has been printed in the UK by Pureprint Group, a CarbonNeutral® company, using their environmental printing technology. Vegetable based inks were used throughout. The cover and text pages 1-48 of the report have been printed on Amadeus 100 Gloss which is made from 100% post-consumer waste. Text pages 49-120 have been printed on paper produced from pulps sourced from fully sustainable forests and has been made without the use of elemental chlorine (ECF). 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